Appointment of Successor Administrative Agent. (a) The Lenders and the Borrower acknowledge that SunTrust Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents as Administrative Agent; provided that notwithstanding the effectiveness of such resignation, the provisions of Article IX of this Agreement and similar provisions in the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents.
(b) Each of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, as Administrative Agent hereunder, to file any UCC assignments or amendments with respect to the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession.
(c) Each of the Lenders and the Borrower (on behalf of the Loan Parties) agrees that Xxxxx Fargo, in its capacity as Administrative Agent (and not in its capacity as Lender under this Agreement), shall bear no responsibility or liability for any eve...
Appointment of Successor Administrative Agent. Reference is hereby made to Section 12.06 of the Credit Agreement for the terms and conditions upon which a successor Administrative Agent hereunder may be appointed. Wherever the words “Administrative Agent” are used herein, the same shall mean the Administrative Agent named in the first paragraph of this Security Agreement or the successor Administrative Agent at the time in question.
Appointment of Successor Administrative Agent. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, been approved (so long as no Event of Default has occurred and is continuing) by the Borrower or have accepted such appointment within thirty (30) days after the Administrative Agent’s giving of notice of resignation, then the Administrative Agent must, on behalf of the Lenders, appoint a successor Administrative Agent reasonably acceptable to the Borrower (so long as no Default or Event of Default has occurred and is continuing).
Appointment of Successor Administrative Agent. The Original Administrative Agent, at the direction of the Existing Lenders constituting the Existing Required Lenders, hereby appoints the Successor Administrative Agent as Administrative Agent for the purpose of the Loan Documents pursuant to Section 10.09 of the Original Credit Agreement, such appointment to be effective on the Amendment Effective Date (concurrently with the repayment of Existing Term Loans and Existing Revolving Facility Loans as provided in Section 3 and Section 4 hereof, respectively, and the payment of all other amounts contemplated by Section 3(g) and Section 4(d), and the Borrower (on behalf of itself and each of the other Loan Parties) hereby acknowledges and agrees to such appointment. The Successor Administrative Agent hereby accepts such appointment and confirms and agrees that in its capacity as Administrative Agent it shall act, following the retirement of the Original Administrative Agent hereunder, as successor to the Original Administrative Agent as Administrative Agent with respect to the Restated Credit Agreement and other Loan Documents and that it shall have the same rights and obligations thereunder as it would have had if it had been an original party thereto as the Administrative Agent thereunder.
Appointment of Successor Administrative Agent. (a) Pursuant to Section 10.6 of the Credit Agreement, the Borrower and the Required Lenders hereby appoint Xxxxx Fargo Bank, National Association as the Administrative Agent under the Credit Agreement, and all other Loan Documents, as the successor to Bank of America (the “Preceding Administrative Agent”). The Borrower, the Agents and the Lenders further agree at the expense of the Borrower to execute, file and record any and all documents Xxxxx Fargo reasonably believes to be necessary or desirable in order to evidence its appointment as the successor Administrative Agent.
Appointment of Successor Administrative Agent. Pursuant to Section 13.9 of the Credit Agreement and Section 7(b) of the Lender Security Agreement, the Borrower and the Required Lenders hereby appoint Credit Suisse as successor Administrative Agent under the Credit Agreement, the Lender Security Agreement, the Lender Pledge Agreement and all other Collateral Documents. The Borrower, the other Credit Parties, the Agents and the Lenders further agree at the expense of the Borrower to execute, file and record any and all documents Credit Suisse reasonably believes to be necessary or desirable in order to evidence its appointment as the successor Administrative Agent.
Appointment of Successor Administrative Agent. Effective upon the satisfaction of the conditions set forth in Section 5 below, TD Bank, as the sole Lender under the Credit Agreement, hereby appoints TD Bank as successor Administrative Agent pursuant to Section 9.06 of the Credit Agreement, and TD Bank hereby accepts such appointment. The Borrowers and the LC Issuer hereby consent to such appointment for all purposes of the Credit Agreement and the other Loan Documents, and hereby waive prior written notice of the resignation of Toronto Dominion (Texas) as Administrative Agent. Effective upon the satisfaction of the conditions set forth in Section 5 below, the term “Administrative Agent” shall mean TD Bank in its capacity as Administrative Agent under the Credit Agreement, and TD Bank hereby succeeds to, becomes vested with and accepts all rights, powers, privileges and duties of the resigning Administrative Agent under the Credit Agreement. Effective upon the satisfaction of the conditions set forth in Xxxxxxx 0 xxxxx, Xxxxxxx Xxxxxxxx (Xxxxx) is hereby discharged from its duties and obligations as Administrative Agent under the Credit Agreement and the other Loan Documents, except as provided herein.
Appointment of Successor Administrative Agent. The Borrower and the Lenders (a) hereby waive compliance with the procedures set forth in Section 10.11 of the Credit Agreement relating to the resignation of Bank One, NA, as Administrative Agent and the appointment and approval of BNY, as successor Administrative Agent, (b) accept the resignation of Bank One, NA, as Administrative Agent and hereby appoint and approve The Bank of New York as successor Administrative Agent, effective as of the Effective Date and (c) agree that from and after the Effective Date, all references in the Credit Agreement or any other Loan Document to the Administrative Agent shall be deemed to refer to The Bank of New York as Administrative Agent.
Appointment of Successor Administrative Agent. In accordance with Section 7.06 of the Credit Agreement, the Lenders party hereto hereby appoint, and the Borrower hereby approves, Wachovia Bank, National Association ("Wachovia") as successor Administrative Agent as to all Facilities (in such capacity, the "Successor Administrative Agent"). Wachovia hereby accepts its appointment as Successor Administrative Agent. Effective as of the date hereof, the Successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of Administrative Agent under the Loan Documents, and MSSFI shall be discharged from all duties and obligations as Administrative Agent.
Appointment of Successor Administrative Agent. The Lenders, the L/C Issuers, the Swing Line Lenders, the Parent, the Borrower and JPMorgan Chase Bank acknowledge and agree that, on the Closing Date immediately upon the effectiveness of this Credit Agreement, (i) JPMorgan Chase Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Revolving Credit Agreement and other Credit Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Credit Agreement and other Credit Documents. The Former Agent is discharged from its duties and obligations under Existing Revolving Credit Agreement and the other Credit Documents as administrative agent, provided that notwithstanding the effectiveness of such resignation, the provisions of Article XIII of the Existing Revolving Credit Agreement and similar provisions in the other Credit Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Revolving Credit Agreement (which shall survive following the effectiveness of this Credit Agreement), shall continue in effect for the benefit of JPMorgan Chase Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Revolving Credit Agreement and under the other Credit Documents, as applicable.
