Common use of Successor Administrative Agents Clause in Contracts

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. In the event that a Default has occurred and is continuing, the Required Lenders shall have the right to appoint the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 60 days after the retiring Administrative Agent gives notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, 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 shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder as Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent.

Successor Administrative Agents. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers and may be removed at any time with cause by the Required Lenders. 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. In the event that a Default has occurred and is continuingresignation or removal, the Required Lenders shall have the right to appoint the a successor Administrative Agent. If no successor Administrative Agent shall have been so appointedappointed by the Required Lenders, and shall have accepted such appointment, within 60 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignationresignation 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 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 or any investment bank or investment fund having a minimum net worth of at least $500,000,000. Upon the acceptance of its any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder as Administrative Agentunder the Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement.

Successor Administrative Agents. The Administrative Agent may resign at any time as Administrative Agent under the Transaction Documents upon notice to Buyer and Seller. If Administrative Agent shall resign or be removed by giving notice thereof to the Lenders and the Borrower. Upon any such resignationBuyer, the Borrower shall, so long as no Default shall have occurred and be continuing, have the rightthen Buyer, with the written consent of the Required Lenders, Seller (provided that (i) Seller’s consent to appoint the appointment of any Buyer or any Affiliate of the Lenders Buyer as a successor Administrative Agent. In the event that a Default has occurred and is continuing, the Required Lenders shall have the right to appoint the successor Administrative Agent. If no successor Administrative Agent shall have been so appointednot be unreasonably withheld, conditioned or delayed and shall have accepted such appointment, within 60 days after the retiring Administrative Agent gives notice of resignation, the retiring Administrative Agent may, on behalf (ii) no consent of the LendersSeller will be required during the continuance of an Event of Default), shall appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under ; provided that such successor Administrative Agent meets the laws applicable “know your customer” requirements of the United States of America or of any State thereof Servicer and having a combined capital and surplus of at least $500,000,000Custodian. Upon the acceptance of its appointment as an The term “Administrative Agent hereunder by a Agent” shall mean each such successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agenteffective upon its appointment, and the retiring former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder as terminated, without any other or further act or deed on the part of such former Administrative AgentAgent 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 this Article 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 AgentAgent under the Transaction Documents. In no event shall there be more than one Administrative Agent hereunder.

Successor Administrative Agents. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Bracknell, such resignation to be effective upon 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 appointment of the Required Lenders, to appoint any of the Lenders as a successor Administrative Agent. In Upon notice of any resignation, the event Majority Lenders have the right to appoint a successor Administrative Agent who (at any time that a no Default or Event of Default has occurred and is continuing) shall be acceptable to Bracknell, the Required Lenders shall have the right to appoint the successor Administrative Agentacting reasonably. If no successor Administrative Agent shall have been so appointed, and shall have is appointed or has accepted such appointment, the appointment within 60 thirty days after the retiring Administrative Agent gives Agent's notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be is 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 $500,000,000Lender. Upon the acceptance of its any such appointment as an Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder as Administrative Agentunder this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent's resignation, the provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent.. ---------------------------------- 93 -92-

Successor Administrative Agents. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and may be removed as Administrative Agent under the Borrower. Upon Loan Documents at any such resignation, the Borrower shall, so long as no Default shall have occurred and be continuing, have the right, time with the consent of the cause by Required Lenders, to appoint . Should the initial or any of the Lenders as a successor Administrative Agent ever cease to be a party hereto or should the initial or any successor Administrative Agent ever resign or be removed as Administrative Agent. In the event that a Default has occurred and is continuing, the then Required Lenders shall have the right to appoint elect the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointmentappointed by Required Lenders, within 60 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignationresignation or 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 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 $500,000,0001,000,000,000. Upon the acceptance of its any appointment as an Administrative Agent hereunder under the Loan Documents by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties Rights of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder as of Administrative AgentAgent under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative AgentAgent under the Loan Documents, the provisions of this Article Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Loan Documents.

Successor Administrative Agents. The Any Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks 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. In the event that a Default has occurred and is continuing, the Required Lenders Majority Banks shall have the right to appoint the a successor to such Administrative Agent, subject to the consent of the Borrower which shall not be unreasonably withheld or delayed. If no successor to such Administrative Agent shall have been so appointedappointed by the Majority Banks, and shall have accepted such appointment, within 60 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignation, the then such retiring Administrative Agent may, on behalf of the Lenders, Banks shall appoint a successor Administrative Agent, subject to the consent of the Borrower which shall not be a commercial bank organized unreasonably withheld 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 $500,000,000delayed. Upon the acceptance of its any appointment as an Administrative Agent hereunder by a any successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Administrative Agent, and the such retiring Administrative Agent shall be discharged from its duties and obligations hereunder as Administrative Agentunder this Agreement. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agenthereunder, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent.