Common use of Successor Local Currency Agent Clause in Contracts

Successor Local Currency Agent. The Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority Local Currency Banks. Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent. If no successor Local Currency Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring Local Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Local Currency Agent hereunder by a successor Local Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring Local Currency Agent’s resignation hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Local Currency Agent hereunder and under the Credit Agreement.

Successor Local Currency Agent. The CIF Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority CIF Local Currency Banks. Upon any such resignation or removal, the Majority CIF Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the CIF Local Currency Agent, the resigning CIF Local Currency Agent has appointed one of its affiliates as successor CIF Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a successor CIF Local Currency Agent. If no successor CIF Local Currency Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring Local Currency Agent’s giving notice of resignation or the Majority CIF Local Currency Banks’ removal of the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor CIF Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor CIF Local Currency Agent shall be subject to written approval by CFSC and CIF, which approval shall not be unreasonably withheld. Such successor CIF Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the CIF Local Currency Agent hereunder by a successor CIF Local Currency Agent, such successor CIF Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring CIF Local Currency Agent, and the retiring CIF Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring CIF Local Currency Agent’s resignation hereunder as CIF Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the CIF Local Currency Agent hereunder and under the Credit Agreement.. Caterpillar: Confidential Green 7

Successor Local Currency Agent. The CIF Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority CIF Local Currency Banks. Upon any such resignation or removal, the Majority CIF Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the CIF Local Currency Agent, the resigning CIF Local Currency Agent has appointed one of its affiliates as successor CIF Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a successor CIF Local Currency Agent. If no successor CIF Local Currency Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring Local Currency Agent’s giving notice of resignation or the Majority CIF Local Currency Banks’ removal of the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor CIF Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor CIF Local Currency Agent shall be subject to written approval by CFSC and CIF, which approval shall not be unreasonably withheld. Such successor CIF Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the CIF Local Currency Agent hereunder by a successor CIF Local Currency Agent, such successor CIF Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring CIF Local Currency Agent, and the retiring CIF Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring CIF Local Currency Agent’s resignation hereunder as CIF Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the CIF Local Currency Agent hereunder and under the Credit Agreement.

Successor Local Currency Agent. The CIF LUX Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor CIF LUX Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority CIF LUX Local Currency Banks. Upon any such resignation or removal, the Majority CIF LUX Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the CIF LUX Local Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as successor CIF LUX Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a successor CIF LUX Local Currency Agent. If no successor CIF LUX Local Currency Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring CIF LUX Local Currency Agent’s giving notice of resignation or the Majority CIF LUX Local Currency Banks’ removal of the retiring CIF LUX Local Currency Agent, then the retiring CIF LUX Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor CIF LUX Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor CIF LUX Local Currency Agent shall be subject to written approval by CFSC and CIFCIF LUX, which approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the CIF LUX Local Currency Agent hereunder by a successor CIF LUX Local Currency Agent, such successor CIF LUX Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring CIF LUX Local Currency Agent, and the retiring CIF LUX Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring CIF LUX Local Currency Agent’s resignation hereunder as CIF LUX Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the CIF LUX Local Currency Agent hereunder and under the Credit Agreement.

Successor Local Currency Agent. The CIF LUX Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor CIF LUX Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority CIF LUX Local Currency Banks. Upon any such resignation or removal, the Majority CIF LUX Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the CIF LUX Local Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as successor CIF LUX Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a successor CIF LUX Local Currency Agent. If no successor CIF LUX Local Currency Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring CIF LUX Local Currency Agent’s giving notice of resignation or the Majority CIF LUX Local Currency Banks’ removal of the retiring CIF LUX Local Currency Agent, then the retiring CIF LUX Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor CIF LUX Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor CIF LUX Local Currency Agent shall be subject to written approval by CFSC and CIFCIF LUX, which approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the CIF LUX Local Currency Agent hereunder by a successor CIF LUX Local Currency Agent, such successor CIF LUX Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring CIF LUX Local Currency Agent, and the retiring CIF LUX Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring CIF LUX Local Currency Agent’s resignation hereunder as CIF LUX Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the CIF LUX Local Currency Agent hereunder and under the Credit Agreement.. Caterpillar: Confidential Green 7

Successor Local Currency Agent. The Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority Local Currency Banks. Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent. If no successor Local Currency Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring Local Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Local Currency Agent hereunder by a successor Local Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring Local Currency Agent’s resignation hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Local Currency Agent hereunder and under the Credit Agreement.. Caterpillar: Confidential Green

Successor Local Currency Agent. The Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority Local Currency BanksCompany. Upon any such resignation or removalresignation, the Majority Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as successor Local Currency Agent)appoint, on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent. If no successor Local Currency Agent shall have been so appointed by the Majority Local Currency Banks and shall have accepted such appointment within thirty days after the retiring Local Currency Agent’s giving notice of resignation or the Majority Local Currency Banks’ removal of the retiring Local Currency Agentresignation, then the retiring Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, Default or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor Local Currency Agent shall be subject to written approval by CFSC and CIFthe Company, which approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000250,000,000. Upon the acceptance of any appointment as the Local Currency Agent hereunder by a successor Local Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring Local Currency Agent’s resignation hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Local Currency Agent hereunder and under the Credit Agreement.

Successor Local Currency Agent. The Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority Local Currency Banks. Upon any such resignation or removal, the Majority Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as successor Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent. If no successor Local Currency Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring Local Currency Agent’s 's giving notice of resignation or the Majority Local Currency Banks’ ' removal of the retiring Local Currency Agent, then the retiring Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor Local Currency Agent shall be subject to written approval by CFSC and CIF, which approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Local Currency Agent hereunder by a successor Local Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring Local Currency Agent’s 's resignation hereunder as Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Local Currency Agent hereunder and under the Credit Agreement.

Successor Local Currency Agent. The Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority Local Currency BanksCompany. Upon any such resignation or removalresignation, the Majority Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the Local Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as successor Local Currency Agent)appoint, on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent. If no successor Local Currency Agent shall have been so appointed by the Majority Local Currency Banks and shall have accepted such appointment within thirty days after the retiring Local Currency Agent’s 's giving notice of resignation or the Majority Local Currency Banks’ removal of the retiring Local Currency Agentresignation, then the retiring Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, Default or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor Local Currency Agent shall be subject to written approval by CFSC and CIFthe Company, which approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000250,000,000. Upon the acceptance of any appointment as the Local Currency Agent hereunder by a successor Local Currency Agent, such successor Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Local Currency Agent, and the retiring Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring Local Currency Agent’s 's resignation hereunder as Local Currency Agent, the provisions of this Article ARTICLE V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Local Currency Agent hereunder and under the Credit Agreement.

Successor Local Currency Agent. The CIF LUX Local Currency Agent (i) may resign at any time by giving written notice thereof to the Agent, the Local Currency Banks and the Borrowers, and may appoint one of its affiliates as successor CIF LUX Local Currency Agent and (ii) may be removed at any time with or without cause by the Majority CIF LUX Local Currency Banks. Upon any such resignation or removal, the Majority CIF LUX Local Currency Banks, with the consent of the Agent, shall have the right to appoint (unless, in the case of the resignation of the CIF LUX Local Currency Agent, the resigning Local Currency Agent has appointed one of its affiliates as successor CIF LUX Local Currency Agent), on behalf of the Borrowers and the Local Currency Banks, a successor CIF LUX Local Currency Agent. If no successor CIF LUX Local Currency Agent shall have been so appointed and shall have accepted such appointment within thirty days after the retiring CIF LUX Local Currency Agent’s giving notice of resignation or the Majority CIF LUX Local Currency Banks’ removal of the retiring CIF LUX Local Currency Agent, then the retiring CIF LUX Local Currency Agent may appoint, on behalf of the Borrowers and the Local Currency Banks, a successor CIF LUX Local Currency Agent, which need not be one of its affiliates. Notwithstanding anything herein to the contrary, so long as no Event of Default, or event which would constitute an Event of Default but for the requirement that notice be given, time elapse or both, has occurred and is continuing, each such successor CIF LUX Local Currency Agent shall be subject to written approval by CFSC and CIFCIF LUX, which approval shall not be unreasonably withheld. Such successor Local Currency Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the CIF LUX Local Currency Agent hereunder by a successor CIF LUX Local Currency Agent, such successor CIF LUX Local Currency Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring CIF LUX Local Currency Agent, and the retiring CIF LUX Local Currency Agent shall be discharged from its duties and obligations hereunder and under the Credit Agreement. After any retiring CIF LUX Local Currency Agent’s resignation hereunder as CIF LUX Local Currency Agent, the provisions of this Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the CIF LUX Local Currency Agent hereunder and under the Credit Agreement.. Caterpillar: Confidential Green 6