Replacement of Administrative Agent. (1) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario or Montréal, Québec, or an Affiliate of any such Lender with an office in Toronto or Montréal. The Administrative Agent may also be removed at any time by the Required Lenders upon 30 days’ notice to the Administrative Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto or Montréal, or an Affiliate of any such Lender with an office in Toronto or Montréal.
(2) If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(1), provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative 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 Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in the preceding paragraph.
(3) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested ...
Replacement of Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, 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), 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 shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation 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 having a combined capital and surplus of at least U.S.$1,000,000,000 or having a parent company with combined capital and surplus of at least U.S.$1,000,000,000.
Replacement of Administrative Agent. The Purchaser may, at any time in its discretion, remove a Administrative Agent and appoint a new Administrative Agent, which shall have the duties described in Section 9.1.
Replacement of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Canadian Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, to appoint a successor acceptable to the Borrowers acting reasonably, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario or Montréal, Québec, or an Affiliate of any such Lender with an office in Toronto or Montréal. The Administrative Agent may also be removed at any time by the Required Lenders upon 30 days’ notice to the Administrative Agent and the Canadian Borrower as long as the Required Lenders, in consultation with the Canadian Borrower, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto or Montréal, or an Affiliate of any such Lender with an office in Toronto or Montréal.
Replacement of Administrative Agent. In the event that the Administrative Agent together with its Affiliates cease to hold at least 50% of the Principal Amount of the Loans, the Majority Lenders may (and, if requested by the outgoing Administrative Agent, shall within thirty (30) days of such request) appoint a new administrative agent to be the Administrative Agent for the Lenders, on prior written notice to and in consultation with the Borrower, and this Agreement shall be amended or supplemented to provide for such appointment.
Replacement of Administrative Agent. Pursuant to Section 12.9 of the Existing Credit Agreement, Predecessor Administrative Agent hereby resigns as administrative agent under the Existing Credit Agreement effective as of the date hereof. Pursuant to Section 12.9 of the Existing Credit Agreement and Article XII hereunder, Administrative Agent is hereby appointed as administrative agent under this Agreement and hereby becomes the successor administrative agent and is vested with all the rights and duties of Predecessor Administrative Agent and Predecessor Administrative Agent is discharged from its duties and obligations in its capacity as administrative agent under the Existing Credit Agreement.
Replacement of Administrative Agent. (a) Subject to paragraph (b) below, after consultation with the Borrower, the Lenders (not including any Lender that is also, in a separate capacity, Facility Agent or Calculation Agent, or an Affiliate of either, as applicable) may, by giving thirty (30) days’ notice to the Facility Agent or the Calculation Agent replace the Facility Agent or the Calculation Agent by appointing a successor Facility Agent or Calculation Agent.
(b) After consultation with the Borrower, the 40% Lenders may, by giving one (1) day’s notice to any Qualifying Calculation Agent, replace that Calculation Agent by appointing a successor Calculation Agent. If the Facility Agent is an Impaired Agent, the 40% Lenders (not including any Lender that is also, in a separate capacity, Facility Agent or an Affiliate of the Facility Agent) may, after consultation with the Borrower, replace the Facility Agent immediately, having provided notice to the Facility Agent to that effect.
(c) Each Calculation Agent shall immediately notify each Lender in writing if it becomes a Qualifying Calculation Agent.
(d) The retiring Facility Agent or Calculation Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Facility Agent or Calculation Agent such documents and records and provide such assistance as the successor Facility Agent or Calculation Agent may reasonably request for the purposes of performing its functions as Facility Agent or Calculation Agent under the Finance Documents.
(e) The appointment of the successor Facility Agent or Calculation Agent shall take effect on the date specified in the notice from the Lenders to the retiring Facility Agent or Calculation Agent. As from this date, the retiring Facility Agent or Calculation Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Administrative Agents) and this Clause 23.15 (and any fees for the account of the retiring Facility Agent or Calculation Agent shall cease to accrue from (and shall be payable on) that date).
(f) Any successor Facility Agent or Calculation Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
Replacement of Administrative Agent. It is understood and agreed that, contemporaneously with the effectiveness hereof, Bank One Ohio, the "Administrative Agent" under the Existing Agreement, resigns as such and is replaced as the Administrative agent hereunder by Bank One.
Replacement of Administrative Agent. Anything herein to the contrary notwithstanding, if at any time the Required Banks determine that the Person serving as Administrative Agent is (without taking into account any provision in the definition of “Defaulting Lender” or “Potential Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender or a Potential Defaulting Lender, the Required Banks (determined after giving effect to Section 8.01) may by notice to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date 30 Business Days after the giving of such notice by the Required Banks (regardless of whether a replacement Administrative Agent has been appointed).
Replacement of Administrative Agent. Should the Administrative Agent or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative
