Common use of Successor Agent Bank Clause in Contracts

Successor Agent Bank. The Agent Bank, with the consent of the Borrowers which shall not be unreasonably withheld, may resign as Agent Bank upon not less than thirty (30) days prior written notice given to the Borrowers and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank by the Borrowers, such consent not to be unreasonably withheld, or (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of its resignation, then the Agent Bank shall appoint, with the consent of the Borrowers, such consent not to be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrowers consent, which consent shall not be unreasonably withheld, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (i) or (ii) above, such successor Agent Bank shall succeed to the rights, powers and duties of the Agent Bank and the term "Agent Bank" shall mean such successor Agent Bank, effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be terminated without any other or further act or deed on the part of such former Agent Bank or any of the other parties to this Loan Agreement. After the resignation of any Agent Bank hereunder, the provisions of this Section 11 shall not by reason of such resignation be deemed to release the Agent Bank from liability for any actions taken or not taken by it while it was the Agent Bank under this Loan Agreement.

Successor Agent Bank. The Agent Bank, with the consent of the Borrowers Borrower which shall not be unreasonably withheld, may resign as Agent Bank upon not less than thirty (30) days prior written notice given to the Borrowers Borrower and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank by the BorrowersBorrower, such consent not to be unreasonably withheld, or (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of its resignation, then the Agent Bank shall appoint, with the consent of the BorrowersBorrower, such consent not to be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrowers consentBorrower consents, which consent shall not be unreasonably withheld, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (i) or (ii) above, such successor Agent Bank shall succeed to the rights, powers and duties of the Agent Bank and the term "Agent Bank" shall mean such successor Agent Bank, effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be terminated without any other or further act or deed on the part of such former Agent Bank or any of the other parties to this Loan Agreement. After the resignation of any Agent Bank hereunder, the provisions of this Section 11 10 shall not by reason of such resignation be deemed to release the Agent Bank from liability for any actions taken or not taken by it while it was the Agent Bank under this Loan Agreement.

Successor Agent Bank. The Agent Bank, with the consent of the Borrowers -------------------- Borrower which shall not be unreasonably withheld, may resign as Agent Bank upon not less than thirty (30) days prior written notice given to the Borrowers Borrower and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank by the BorrowersBorrower, such consent not to be unreasonably withheld, or (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of its resignation, then the Agent Bank shall appoint, with the consent of the BorrowersBorrower, such consent not to be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrowers consentBorrower consents, which consent shall not be unreasonably withheld, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (i) or (ii) above, such successor Agent Bank shall succeed to the rights, powers and duties of the Agent Bank and the term "Agent Bank" shall mean such successor Agent Bank, effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be terminated without any other or further act or deed on the part of such former Agent Bank or any of the other parties to this Loan Agreement. After the resignation of any Agent Bank hereunder, the provisions of this Section 11 10 shall not by reason of such resignation be deemed to release the Agent Bank from liability for any actions taken or not taken by it while it was the Agent Bank under this Loan Agreement.

Successor Agent Bank. The Agent Bank, with the consent of the Borrowers Borrower which shall not be unreasonably withheld, may resign as Agent Bank upon not less than thirty (30) days prior written notice given to the Borrowers Borrower and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank by the BorrowersBorrower, such consent not to be unreasonably withheld, or (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of its resignation, then the Agent Bank shall appoint, with the consent of the BorrowersBorrower, such consent not to be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrowers consentBorrower consents, which consent shall not be unreasonably withheld, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (i) or (ii) above, such successor Agent Bank shall succeed to the rights, powers and duties of the Agent Bank and the term "Agent Bank" shall mean such successor Agent Bank, effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be terminated without any other or further act or deed on the part of such former Agent Bank or any of the other parties to this Loan Agreement. After the resignation of any Agent Bank hereunder, the provisions of this Section 11 11.13 shall not by reason of such resignation be deemed to release the Agent Bank from liability for any actions taken or not taken by it while it was the Agent Bank under this Loan Agreement.

Successor Agent Bank. The Agent Bank, with the consent of the Borrowers Borrower which shall not be unreasonably withheld, may resign as Agent Bank upon not less than thirty (30) days prior written notice given to the Borrowers Borrower and the other Bank(s). If the Agent Bank shall resign under this Loan Agreement, then either (i) the Banks shall appoint a successor suc-cessor Agent Bank, subject to the consent to such successor succes-sor Agent Bank by the BorrowersBorrower, such consent not to be unreasonably withheld, or (ii) if a successor Agent Bank shall not be so appointed and approved within the thirty (30) day period following the Agent Bank's notice to the Banks of its resignation, then the Agent Bank shall appoint, with the consent of the BorrowersBorrower, such consent not to be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrowers consentBorrower consents, which consent shall not be unreasonably withheldwith-held, to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause (i) or (ii) above, such successor Agent Bank shall succeed to the rights, powers and duties of the Agent Bank and the term "Agent Bank" shall mean such successor Agent Bank, effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be terminated without with-out any other or further act or deed on the part of such former Agent Bank or any of the other parties to this Loan AgreementAgree-ment. After the resignation of any Agent Bank hereunder, the provisions of this Section 11 10 shall not by reason of such resignation be deemed to release the Agent Bank from liability for any actions taken or not taken by it while it was the Agent Bank under this Loan Agreement.

Successor Agent Bank. The Agent Bank, with the consent As of the Borrowers which Sixth Amendment Effective Date, Section 9.09(a) of the Existing Credit Agreement is hereby amended by deleting “Such resignation or removal shall not be unreasonably withheld, may resign as take effect upon the acceptance by a successor Agent Bank of appointment pursuant to clause (b) or (c)” and substituting the following in lieu thereof: “Such resignation or removal shall take effect upon not less than thirty the acceptance by a successor Agent Bank of appointment pursuant to clause (30b) days prior written notice given to or (c); provided that, if one or more Purchasers exercise the Borrowers and purchase right provided for in Section 5.6 of the other Bank(s). If Second Lien Intercreditor Agreement, resignation by the Agent Bank shall resign under this Loan Agreement, then either be effective upon the earlier of (i) the Banks shall appoint a successor Agent Bank, subject to the consent to such successor Agent Bank acceptance by the Borrowers, such consent not to be unreasonably withheld, or (ii) if a successor Agent Bank shall not be so appointed of appointment pursuant to clause (b) or (c) and approved within (ii) 30 days after the thirty (30) day period following the Agent Bank's date on which written notice to the Banks of its resignation, then such resignation by the Agent Bank shall appoint, with the consent of the Borrowers, such consent not to be unreasonably withheld, a successor Agent Bank who shall serve as Agent Bank until such time as the Banks appoint, and the Borrowers consent, which consent shall not be unreasonably withheld, have been given to the appointment of a successor Agent Bank. Upon its appointment pursuant to either clause Purchasers; provided, however, that, notwithstanding the foregoing, (ix) or (ii) above, such successor the resigning Agent Bank shall succeed on or prior to the rightseffective date of such resignation, powers deliver all Collateral in its possession to the Second Lien Collateral Agent (as defined in the Second Lien Intercreditor Agreement), and duties of (y) the resigning Agent Bank and the term "Agent Bank" shall mean such successor Agent BankBorrowers shall, following the effective upon its appointment, and the former Agent Bank's rights, powers and duties as Agent Bank shall be terminated without any other or further act or deed on the part date of such former resignation, furnish promptly, at the Borrowers’ expense, additional releases, amendment or termination statements, assignments and such other documents, instruments and agreements as are customary and may be reasonably requested by the successor Agent Bank or any of the other parties Purchasers from time to this Loan Agreement. After time in order to effect the resignation of any Agent Bank hereunder, the provisions of this Section 11 shall not by reason of such resignation be deemed to release the Agent Bank from liability for any actions taken or not taken by it while it was the Agent Bank under this Loan Agreementmatters covered hereby.”