Agent Resignation. The Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation or removal, the Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Agent (who shall not be a non-resident of Canada within the meaning of the ITA), subject to the approval of the Borrower, such approval not to be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then, upon five Business Days’ notice to the Borrower, the retiring Agent may, on behalf of the Lenders, appoint a successor Agent (subject to approval of the Borrower, such approval not to be unreasonably withheld), which shall be a financial institution organized under the laws of Canada having a combined capital and surplus of at least Cdn.$100,000,000 or having a parent company with combined capital and surplus of at least Cdn.$100,000,000.
Agent Resignation. Agent may resign by giving at least forty-five (45) days’ advance written notice of its resignation to the Depositor and the Beneficiary. Within forty-five (45) days after receiving the aforesaid notice, the Depositor and the Beneficiary agree to appoint a successor escrow agent, to which Agent shall transfer the Account Funds then held in the Account, less its unpaid fees, costs and expenses. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of the 45-day period, Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorney's fees which Agent incurs in connection with such a proceeding shall be paid by Depositor.
Agent Resignation. The Global Agent may at any time give notice of its resignation to the Lenders, the Revolver Agent, the LC Issuers and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Company (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Global Agent gives notice of its resignation, then the retiring Global Agent may on behalf of the Lenders and the LC Issuers, appoint a successor Global Agent; provided that if the Global Agent shall notify the Company, the Lenders and the LC Issuers that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Global Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Global Agent on behalf of the Lenders or the LC Issuers under any of the Loan Documents, the retiring Global Agent shall continue to hold such collateral security until such time as a successor Global Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Global Agent shall instead be made by or to each Lender and each LC Issuer directly, until such time as the Required Lenders appoint a successor Global Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Global Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Global Agent, and the retiring Global Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Global Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Global Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 11.02 shall continue in effect for the benefit of such retiring Global Agent, its s...
Agent Resignation. It is understood that Agent reserves the right to resign at any time by giving written notice of its resignation, specifying the effective date thereof, to the Depositors. Within 30 days after receiving the aforesaid notice, the Depositors agree to appoint a successor escrow agent to which Agent may transfer the Assets then held in the Account, less its unpaid fees, costs and expenses. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of the 30-day period, Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorney's fees which Agent incurs in connection with such a proceeding shall be paid by the Depositors.
Agent Resignation. The Offshore Security Trustee and Agent shall resign in accordance with terms of the Intercreditor Agreement (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Offshore Security Trustee and Agent under the Finance Documents, either:
(a) the Offshore Security Trustee and Agent fails to respond to a request under clause 13.8 (FATCA Information) of the Common Terms Agreement and the Company, a Sponsor, a Shareholder or the Intercreditor Agent reasonably believes that the Offshore Security Trustee and Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(b) the information supplied by the Offshore Security Trustee and Agent pursuant to clause 13.8 (FATCA Information) of the Common Terms Agreement indicates that it will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(c) the Offshore Security Trustee and Agent notifies the Company, a Sponsor, a Shareholder or the Intercreditor Agent that it will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Company, a Sponsor, a Shareholder or the Intercreditor Agent reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Offshore Security Trustee and Agent were a FATCA Exempt Party, and the Company or that Shareholder or Sponsor or the Intercreditor Agent, by notice to the Offshore Security Trustee and Agent, requires it to resign.
Agent Resignation. With the prior written consent of ESPV, Agent may resign from the obligations and duties hereby imposed on it upon ninety (90) calendar days’ prior written notice to ESPV. If ESPV, despite its commercially reasonable efforts, is unable to obtain a replacement to fulfill the obligations and duties imposed on Agent by this Agreement, ESPV may, upon not less than thirty (30) calendar days’ prior written notice to Agent, obligate Agent to delay its resignation and fulfill the obligations and duties imposed on Agent by this Agreement until a replacement is obtained. Upon such resignation and no successor having been appointed, ESPV shall not make any Purchases. In connection with any resignation of Agent pursuant to this Section 6.2 or termination of this Agreement, the parties shall cooperate with each other in effectuating the transfer of the duties of Agent hereunder, and Agent shall deliver to ESPV or its designees, any information or files in its possession relating to the Services as of the date of effectiveness of Agent’s resignation; provided, for the avoidance of doubt, any costs, fees and expenses associated with the Agent’s resignation under this Section 6.2 shall be borne solely by the Agent.
Agent Resignation. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, and the Borrower, and may be removed at any time, with or without cause, by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Administrative Agent (who shall not be a non-resident of Canada within the meaning of the Income Tax Act (Canada)), subject to the approval of the Borrower, such approval not to be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Required Lenders and approved by the Borrower, 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, upon five Business Days’ notice to the Borrower, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent (subject to approval of the Borrower, such approval not to be unreasonably withheld), which shall be a financial institution organized under the laws of Canada, the outstanding indebtedness of which is rated by any one or more of Xxxxx’x, S&P and DBRS as A (or their equivalent rating, as the case may be) or better.
Agent Resignation. Agent may resign as Agent or Security Agent at any time by giving written notice (“Notice”) to the Company and the Purchasers, which resignation shall be effective 30 days from the date of the Notice (“Effective Resignation Date”). Upon the earlier of (i) the Effective Resignation Date or (ii) the appointment of a successor Agent or Security Agent by the Note Requisite Holders, Agent shall have no further obligations hereunder or pursuant to the applicable agreements. In the event a successor Agent is not appointed by the Note Requisite Holders on or before the Effective Resignation Date, then Agent shall have the right to deliver any Collateral or Pledged Stock held by it with a clerk of a court of competent jurisdiction or a third party escrow provider pending the appointment of a successor Agent by the Note Requisite Holders.
Agent Resignation. The Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Bank and the Company and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, upon five days' notice to the Company, to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then, upon five days' notice to the Company, the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $250,000,000.
Agent Resignation. In the event that the purchase and sale option set forth in this Section 10.07 is consummated, (i) the Administrative Agent shall have the right, but not the obligation, to immediately resign as Administrative Agent under this Agreement, and (ii) the Required Tranche B Lenders shall have the right, but not the obligation, to (x) require the Administrative Agent to immediately resign under this Agreement and (y) appoint a successor; provided that the Administrative Agent shall continue to have the right to hold cash collateral provided pursuant to this Section 10.07 for the benefit of the selling Secured Parties.
