Common use of Agent Resignation Clause in Contracts

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 sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Global Agent was acting as Global Agent. The Revolver Agent may at any time give notice of its resignation to the Lenders, the Global 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 Revolver Agent gives notice of its resignation, then the retiring Revolver Agent may on behalf of the Lenders and the LC Issuers, appoint a successor Revolver Agent; provided that if the Revolver 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 Revolver 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 Revolver Agent on behalf of the Lenders or the LC Issuers under any of the Loan Documents, the retiring Revolver Agent shall continue to hold such collateral security until such time as a successor Revolver Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Revolver 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 Revolver Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Revolver Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Revolver Agent, and the retiring Revolver 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 Revolver Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Revolver 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 Revolver Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Revolver Agent was acting as Revolver Agent. If PNC resigns as Revolver Agent under this Section 9.06, PNC shall also resign as an LC Issuer and as Collateral Agent. Upon the appointment of a successor Revolver Agent hereunder, such successor shall (a) (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring LC Issuer and the Revolver Agent and PNC shall be discharged from all of its respective duties and obligations as an LC Issuer and the Revolver Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit, and (b) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Collateral Agent and PNC shall be discharged from all of its duties and obligations as a Collateral Agent under the Loan Documents.

Agent Resignation. The Global Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Revolver Agent, the LC Issuers Issuing Bank and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from upon five Business Days’ notice to the Company (so long as no Event of Default has occurred and is continuing)Borrower, to appoint a successorsuccessor Agent, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayedwithheld, provided that the Borrower’s consent shall not be required with respect to the appointment of CIBC as Agent in connection with a CIBC ABL Reorganization. If no such successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Global Agent gives Agent’s giving of notice of its resignation, then then, upon five Business Days’ notice to the Borrower, the retiring Global Agent may may, on behalf of the Lenders and the LC IssuersLenders, appoint a successor Global AgentAgent (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; provided that if the Global Agent shall notify the Company, Borrower and 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 (i1) 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 (ii2) all payments, communications and determinations provided to or to be made by, to or through though 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 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 sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Global Agent was acting as Global Agent. The Revolver Agent may at any time give notice of its resignation to the Lenders, the Global 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 Revolver Agent gives notice of its resignation, then the retiring Revolver Agent may on behalf of the Lenders and the LC Issuers, appoint a successor Revolver Agent; provided that if the Revolver 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 Revolver 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 Revolver Agent on behalf of the Lenders or the LC Issuers under any of the Loan Documents, the retiring Revolver Agent shall continue to hold such collateral security until such time as a successor Revolver Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Revolver 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 Revolver Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Revolver Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Revolver Agent, and the retiring Revolver 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 Revolver Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Revolver 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 Revolver Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Revolver Agent was acting as Revolver Agent. If PNC resigns as Revolver Agent under this Section 9.06, PNC shall also resign as an LC Issuer and as Collateral Agent. Upon the appointment of a successor Revolver Agent hereunder, such successor shall (a) (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring LC Issuer and the Revolver Agent and PNC shall be discharged from all of its respective duties and obligations as an LC Issuer and the Revolver Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit, and (b) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Collateral Agent and PNC shall be discharged from all of its duties and obligations as a Collateral Agent under the Loan Documentspreceding paragraph.