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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 5 contracts
Samples: Third Amended and Restated Credit Agreement (Agnico Eagle Mines LTD), Credit Agreement (Convergys Corp), Credit Agreement (Canwest Mediaworks Inc)
Replacement of Administrative Agent. (1a) 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 MontréalMontreal, QuébecQuebec, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal. 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 MontréalMontreal, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal.
(2b) 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(17.7(a), 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 Xxxxxxx appoint a successor Administrative Agent as provided for above in the preceding paragraph.
(3c) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 3 contracts
Samples: Second Amending Agreement (ATS Corp /ATS), Credit Agreement (ATS Corp /ATS), Third Amending Agreement (ATS Corp /ATS)
Replacement of Administrative Agent. (1a) The Upon any resignation or removal of the Administrative Agent may at any time give notice of its resignation pursuant to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, Section 13.9:
(i) the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a Lender having a Commitment to a revolving credit successor Administrative Agent;
(ii) 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 no successor 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 Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a reputable and experienced bank or other financial institution organized under the laws of the United Kingdom, any other member of the European Union or, the United States or of any State thereof.
(b) Upon the acceptance of any appointment as Administrative Agent meeting hereunder by a successor Administrative Agent and upon the qualifications specified execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in Section 7.7(1)order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, provided that if the such successor Administrative Agent shall notify succeed to and become vested with all the Borrower rights, powers, discretion, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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.
(3c) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former After any retiring Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations 's resignation or removal hereunder or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 Article 13 shall continue in effect for the inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the former it was Administrative Agent was acting as under this Agreement. A successor Administrative AgentAgent will notify the Borrower of its appointment promptly after its appointment.
Appears in 3 contracts
Samples: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)
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 MontréalMontreal, QuébecQuebec, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal. 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 MontréalMontreal, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal.
(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 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.. ·
Appears in 2 contracts
Samples: Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.)
Replacement of Administrative Agent. (1a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with upon notice to 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 MontréalRevolving Credit Commitment. 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 MontréalRevolving Credit Commitment.
(2b) 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(110.23(a), 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 Xxxxxxx appoint a successor Administrative Agent as provided for above in the preceding paragraph.
(3c) Upon a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 10.23 and of Section 9 12.8 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Replacement of Administrative Agent. (1) 21.7.1 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, in consultation with the Borrower, to appoint a successorsuccessor 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.
(2) 21.7.2 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)21.7.1, provided that if the Administrative Agent shall notify the Canadian 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) 21.7.3 Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Canadian Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Canadian Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 ARTICLE 21 and of Section 9 ARTICLE 22 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.)
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 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Tilray, Inc.), Loan Agreement (Aphria Inc.)
Replacement of Administrative Agent. (1a) The No resignation or removal of the Administrative Agent, and no appointment of a successor Administrative Agent, will become effective until the acceptance of appointment by the successor Administrative Agent may at any time give notice of its resignation pursuant 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 MontréalSection. The Administrative Agent may also be removed at any time resign by notifying the Required Lenders upon 30 days’ notice to Lender. The Lender may remove the Administrative Agent with or without cause by notifying the Administrative Agent and the Borrower and following such removal or resignation may appoint a successor Administrative Agent. Following the removal or resignation of any Person in the capacity of Administrative Agent, the obligations (solely in the case of obligations performed, or required to be performed, prior to such termination) of such Person in such capacity will terminate.
(b) The Lender will remove the Administrative Agent if:
(i) the Administrative Agent fails to comply with Section 7.08;
(ii) an Insolvency Event occurs with respect to the Administrative Agent;
(iii) a receiver or other public officer takes charge of the Administrative Agent or its property; or
(iv) the Administrative Agent becomes legally unable to act or otherwise incapable of acting as long as Administrative Agent.
(c) If the Required LendersAdministrative Agent resigns or is removed or if a vacancy exists in the office of the Administrative Agent for any reason, in consultation with the Borrower, Borrower will appoint and obtain a successor Administrative Agent promptly.
(d) Not later than five Business Days following the acceptance appointment of a successor within Administrative Agent, the retiring Administration Agent will transfer to such 30 dayssuccessor Administrator Agent, which shall and such successor Administrative Agent will acquire from the retiring Administrative Agent, its entire ownership interest in the Collateral Agent, and take all other actions necessary to vest in such successor Administrative Agent all rights with respect to the ownership and control of, and transfer to such successor all records maintained with respect to, the Collateral Agent. Any successor Administrative Agent may not include, and the ownership interest in the Collateral Agent may not be a Lender having a Commitment to a revolving credit if one transferred to, MBFS USA or more is established in this Agreement and having an office in Toronto or Montréal, or an Affiliate any of any such Lender with an office in Toronto or Montréalits Affiliates.
(2e) Any successor Administrative Agent must execute and deliver an acceptance of its appointment to the retiring Administrative Agent and the Borrower and thereupon the resignation or removal of the retiring Administrative Agent will become effective, and such successor Administrative Agent will have all the rights, powers, duties and obligations of the Administrative Agent under this Agreement. The Borrower will pay all amounts owed to the retiring Administrative Agent upon the retiring Administrative Agent’s resignation or removal. The successor Administrative Agent will deliver a notice of its succession to the Exchange Noteholders. The retiring Administrative Agent will promptly transfer all property held by it as Administrative Agent to the successor Administrative Agent.
(f) If no such a successor shall have been so appointed by the Required Lenders and shall have accepted such appointment Administrative Agent does not take office within 30 60 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 Documentsresigns or is removed, the retiring Administrative Agent shall continue to hold such collateral security until such time as Agent, the Borrower, the Lenders or any Exchange Noteholder may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through Agent. If the Administrative Agent shall instead be made by or fails to each comply with Section 7.08, and the Lender directlyfails to remove the Administrative Agent pursuant to Section 7.06(b)(i), until such time as any Exchange Noteholder may petition any court of competent jurisdiction for the Required Lenders appoint removal of the Administrative Agent and the appointment of 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Collateral Agency Agreement (Mercedes-Benz Auto Lease Trust 2023-A), Collateral Agency Agreement (Mercedes-Benz Auto Lease Trust 2023-A)
Replacement of Administrative Agent. (1a) 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.
(2b) 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(17.7(a), 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.
(3c) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (PHH Corp), Credit Agreement (SunOpta Inc.)
Replacement of Administrative Agent. (1a) The Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Lenders, the Issuing Bank Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint a successor Administrative Agent, subject to approval by the Company provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United States.
(b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.
(c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Company to comply with Section 2.19(a), then the applicable L/C Issuer and the Swing Line Lender may, upon prior written notice to the Company and the Administrative Agent, resign as L/C Issuer or as Swing Line Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).
(d) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, in consultation with the BorrowerCompany, to and, so long as no Event of Default shall then exist, with the prior consent of the Company, 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 (or such earlier day as shall be agreed by the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Required 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 removal 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 paragraphdate.
(3) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Equifax Inc), Credit Agreement (Equifax Inc)
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 MontréalMontreal, QuébecQuebec, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal. 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 MontréalMontreal, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal.
(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 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Village Farms International, Inc.), Credit Agreement (Anixter International Inc)
Replacement of Administrative Agent. (1) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank Lenders and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with (provided no Event of Default has occurred and is continuing) the Borrowerprior consent of the Borrowers, 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 MontréalToronto. The Administrative Agent may also be removed at any time by the Required Majority Lenders upon 30 days’ notice to the Administrative Agent and the Borrower Borrowers as long as the Required Majority Lenders, in consultation with the Borrowerprior consent of the Borrowers, 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 MontréalToronto, or an Affiliate of any such Lender with an office in Toronto or MontréalToronto.
(2) If no such successor shall have been so appointed by the Required Majority 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 may, with the prior consent of the Borrowers (such consent not to be unreasonably withheld or delayed), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(114.07(1), provided that if the Administrative Agent shall notify the Borrower Borrowers 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 Credit 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 Credit 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 Majority 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 Article 14 and of Section 9 Article 16 shall continue in effect for the benefit of such former Administrative Agent, its sub-agents Administrative Agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)
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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 2 contracts
Samples: Third Amended and Restated Credit Agreement (Village Farms International, Inc.), Credit Agreement (CHC Helicopter Corp)
Replacement of Administrative Agent. (1a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank Xxxxxxx and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerXxxxxxxx, to appoint a successor, which shall be a Lender having a Commitment to a revolving credit Loan if one or more is established in this Agreement and having an office in Toronto, Ontario or Montréal, Québec, Toronto or an Affiliate of any such Lender with an office in Toronto or MontréalToronto. 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 Loan 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 MontréalToronto.
(2b) 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 LendersXxxxxxx, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(111.7(a), 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 Financing Agreements (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan DocumentsFinancing Agreements, 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.
(3c) Upon a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents Financing Agreements (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorsuccessor and any predecessor shall refund to the Borrower the proportion of any annual agency fee paid to such predecessor attributable to the unexpired portion of the then current year for which such fees were paid. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 Agreement shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as the Administrative Agent.
Appears in 2 contracts
Samples: Second Amended and Restated Loan Agreement (Andersons, Inc.), Loan Agreement (Andersons, Inc.)
Replacement of Administrative Agent. (1) The Should the Administrative Agent or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of all Lenders (other than the Administrative Agent), then the Lender appointed by the other Lenders (provided that no Event of Default exists, with the consent of the Borrower, which consent shall not be unreasonably withheld) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may at any time give notice reasonably request to reflect such change. If the Administrative Agent also then serves in the capacity of its the Issuing Bank, such resignation to the Lenders, or removal shall constitute resignation or removal of 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 successor Administrative Agent may also be removed at any time by shall serve in the Required Lenders upon 30 days’ notice to capacity of the Issuing Bank; provided, however, if the Administrative Agent also serves in the capacity of the Issuing Bank and no successor Administrative Agent is appointed, the Borrower as long retiring Administrative Agent shall remain as the Required Lenders, in consultation with Issuing Bank. Any resignation or removal of the Borrower, appoint and obtain Administrative Agent or any successor Administrative Agent shall become effective upon the acceptance appointment by the Lenders of a successor within such 30 daysAdministrative Agent; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1), provided that if Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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, the Administrative Agent as provided for above in shall, after the preceding paragraph.
(3) Upon expiration of a successor’s appointment 60 day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former . Notwithstanding any Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder 's resignation or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agentremoval hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the to inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the former Administrative Agent was acting as Administrative Agentunder this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Kevco Inc)
Replacement of Administrative Agent. (1) 20.7.1 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, in consultation with the Borrower, to appoint a successorsuccessor 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.
(2) 20.7.2 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)20.7.1, provided that if the Administrative Agent shall notify the Canadian 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. (1a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank L/C Issuer and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerCompany and subject to the approval by the Company provided that no Default or Event of Default shall exist at such time, 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 bank with an office in Toronto, Ontario or Montréal, Québecthe United States, or an Affiliate of any such Lender bank with an office in Toronto or Montréalthe United States. 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 resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications specified set forth above. Whether or not a successor has been appointed, such resignation shall become effective in Section 7.7(1), provided that if accordance with such notice on the Resignation Effective Date.
(b) If the Person serving as Administrative Agent shall notify is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointmentappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date.
(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed 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 or the L/C Issuer under any of the Loan Documents, the retiring or removed 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 and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the preceding paragraph.
(3) Upon acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former retiring (or retired) or removed Administrative Agent, and the former retiring or removed Administrative 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 the preceding paragraphthis Section). The fees payable by the Borrower Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the termination of the service of the former retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 7 and of Section 9 12.04 shall continue in effect for the benefit of such former retiring or removed Administrative 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 former retiring or removed Administrative Agent was acting as Administrative Agent.
(d) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.
Appears in 1 contract
Samples: Credit Agreement (Equifax Inc)
Replacement of Administrative Agent. (1) The Should the Administrative Agent or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of the Determining Lenders (other than the Administrative Agent), then the Lender appointed by the Determining Lenders (other than the Administrative Agent) with the approval of the Borrower (provided that if an Event of Default shall have occurred and be continuing, the approval of the Borrower shall not be required) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may reasonably request to reflect such change at any time give notice of its resignation no cost to the LendersBorrower. If the Administrative Agent also then serves in the capacity of the Swing Line Bank or the Issuing Bank, such resignation or removal shall constitute resignation or removal of the Swing Line Bank and 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 successor Administrative Agent may also be removed at any time by shall serve in the Required Lenders upon 30 days’ notice to capacity of the Swing Line Bank and the Issuing Bank. Any resignation or removal of the Administrative Agent and or any successor Administrative Agent shall become effective upon the Borrower as long as appointment by the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance Lenders of a successor within such 30 daysAdministrative Agent from among the other Lenders and written notice thereof to the Borrower; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the LendersLenders and, provided that no Event of Default shall have occurred and be continuing, with the consent of the Borrower, which consent shall not be unreasonably withheld, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1), provided that if Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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, the Administrative Agent as provided for above in shall, after the preceding paragraph.
(3) Upon expiration of a successor’s appointment 60 day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former . Notwithstanding any Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder 's resignation or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agentremoval hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the to inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the former Administrative Agent was acting as Administrative Agentunder this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Clubcorp Inc)
Replacement of Administrative Agent. (1a) The Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint a successor Administrative Agent, subject to approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United States.
(b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.
(c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.14(a), then the L/C Issuer and the Swing Line Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as L/C Issuer or as Swing Line Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).
(d) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, to appoint a successorand, 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 so long as no Event of Default shall then exist, with the Required Lenders, in consultation with prior consent of 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) successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after (or such earlier day as shall be agreed by the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Required 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 removal 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 paragraphdate.
(3) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. Should the Administrative Agent or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of the Determining Lenders (1other than the Administrative Agent), then the Lender appointed by the other Lenders (with the consent of the Borrower, which consent shall not be unreasonably withheld) The shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as such successors to the Administrative Agent may at any time give notice reasonably request to reflect such change. If the Administrative Agent also then serves in the capacity of its the Swing Line Bank or the Issuing Bank, such resignation to or removal shall constitute resignation or removal of the Lenders, Swing Line Bank and 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 successor Administrative Agent may also be removed at any time by shall serve in the Required Lenders upon 30 days’ notice to capacity of the Swing Line Bank and the Issuing Bank. Any resignation or removal of the Administrative Agent and or any successor Administrative Agent shall become effective upon the Borrower as long as appointment by the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance Lenders of a successor within such 30 daysAdministrative Agent; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1)Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000 with the consent of the Borrower, provided that if which consent will not be unreasonably withheld. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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 with all of the rights, powers, privileges and duties of the former . Notwithstanding any Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder 's resignation or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agentremoval hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the to inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the former Administrative Agent was acting as Administrative Agentunder this Agreement.
Appears in 1 contract
Replacement of Administrative Agent. (1a) The No resignation or removal of the Administrative Agent, and no appointment of a successor Administrative Agent, will become effective until the acceptance of appointment by the successor Administrative Agent may at any time give notice of its resignation pursuant 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 MontréalSection 7.06. The Administrative Agent may also be removed at any time resign by notifying the Required Lenders upon 30 days’ notice to Lender. The Lender may remove the Administrative Agent with or without cause by notifying the Administrative Agent and the Borrower Borrowers and following such removal or resignation may appoint a successor Administrative Agent. Following the effective removal or resignation of any Person in the capacity of Administrative Agent, the obligations (solely in the case of obligations performed, or required to be performed, prior to such termination) of such Person in such capacity will terminate.
(b) The Lender will remove the Administrative Agent if:
(i) the Administrative Agent fails to comply with Section 7.08;
(ii) an Insolvency Event occurs with respect to the Administrative Agent;
(iii) a receiver or other public officer takes charge of the Administrative Agent or its property; or
(iv) as long evidenced by an Opinion of Counsel, the Administrative Agent becomes legally unable to act or otherwise incapable of acting as Administrative Agent.
(c) If the Required LendersAdministrative Agent resigns or is removed or if a vacancy exists in the office of the Administrative Agent for any reason, in consultation with the BorrowerBorrowers will, appoint and obtain a successor Administrative Agent promptly.
(d) Not later than 5 Business Days following the acceptance appointment of a successor within Administrative Agent, the retiring Administration Agent will transfer to such 30 dayssuccessor Administrator Agent, which shall and such successor Administrative Agent will acquire from the retiring Administrative Agent, its entire membership interest in the Collateral Agent, and take all other actions necessary to vest in such successor Administrative Agent all rights with respect to the ownership and control of, and transfer to such successor all records maintained with respect to, the Collateral Agent. Any successor Administrative Agent may not include, and the membership interest in the Collateral Agent may not be a Lender having a Commitment to a revolving credit if one transferred to, Ford Credit or more is established in this Agreement and having an office in Toronto or Montréal, or an Affiliate any of any such Lender with an office in Toronto or Montréalits Affiliates.
(2e) Any successor Administrative Agent must execute and deliver an acceptance of its appointment to the retiring Administrative Agent, the Borrowers and the Servicer and thereupon the resignation or removal of the retiring Administrative Agent will become effective, and such successor Administrative Agent will have all the rights, powers, duties and obligations of the Administrative Agent under this Agreement. The Borrowers will pay all amounts accrued through the effective date and unpaid to the retiring Administrative Agent upon the retiring Administrative Agent’s resignation or removal. The successor Administrative Agent will deliver a notice of its succession to the Exchange Noteholders. The retiring Administrative Agent will promptly transfer all property held by it as Administrative Agent to the successor Administrative Agent.
(f) If no such a successor shall have been so appointed by the Required Lenders and shall have accepted such appointment Administrative Agent does not take office within 30 60 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 Documentsresigns or is removed, the retiring Administrative Agent shall continue to hold such collateral security until such time as Agent, the Borrowers, the Lenders or any Exchange Noteholder may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through Agent. If the Administrative Agent shall instead be made by or fails to each comply with Section 7.08, and the Lender directlyfails to remove the Administrative Agent pursuant to Section 7.06(b)(i), until such time as any Exchange Noteholder may petition any court of competent jurisdiction for the Required Lenders appoint removal of the Administrative Agent and the appointment of 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. (1i) The If the Person serving as Administrative Agent may at any time give notice is a Defaulting Lender pursuant to clause (e) of its resignation the definition thereof, the Requisite Lenders may, to the Lendersextent permitted by applicable law, by notice in writing to the Issuing Bank Company 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 Person remove such Lender with an office in Toronto or Montréal. The Person as 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 Lendersand, 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) successor. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 thirty (30) days after (or such earlier day as shall be agreed by the retiring Administrative Agent gives notice of its resignation, then Requisite Lenders) (the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(1“Removal Effective Date”), provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date.
(1ii) With effect from the Removal Effective Date (A) the retiring removed 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 Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2B) except for any indemnity payments owed to the removed Administrative Agent, 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 and the Issuing Lender directly, until such time time, if any, as the Required Requisite Lenders appoint a successor Administrative Agent as provided for above in above. Upon the preceding paragraph.
(3) Upon acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the former removed Administrative 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 the preceding this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former removed Administrative Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article and Section 7 and of Section 9 10.3 shall continue in effect for the benefit of such former removed Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the former retiring or removed Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Ferroglobe PLC)
Replacement of Administrative Agent. (1i) The If the Person serving as Administrative Agent may at any time give notice is a Defaulting Lender pursuant to clause (e) of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignationdefinition thereof, the Required Lenders shall have the right, in consultation with the Borrowermay, to appoint a successorthe extent permitted by applicable law, which shall be a Lender having a Commitment by notice in writing to a revolving credit if one or more is established in this Agreement the Borrower 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 Person remove such Person as 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 Lendersand, 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) successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after (or such earlier day as shall be agreed by the retiring Administrative Agent gives notice of its resignation, then Required Lenders) (the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(1“Removal Effective Date”), provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date.
(1ii) With effect from the Removal Effective Date (A) the retiring removed 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 (2B) except for any indemnity payments owed to the removed Administrative Agent, 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 and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in above. Upon the preceding paragraph.
(3) Upon acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the former removed Administrative 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 the preceding this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former removed Administrative Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article and Section 7 and of Section 9 10.3 shall continue in effect for the benefit of such former removed Administrative 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 former retiring or removed Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Hexcel Corp /De/)
Replacement of Administrative Agent. (1) The Should the Administrative Agent may at ----------------------------------- or any time give notice successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of its resignation to all Lenders (other than the LendersAdministrative Agent), then the Issuing Bank and Lender appointed by the Borrower. Upon receipt other Lenders (with the consent of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, which consent shall not be unreasonably withheld) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may reasonably request 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 reflect such Lender with an office in Toronto or Montréalchange. The Administrative Agent may also be removed at any time by the Required Lenders upon 30 days’ notice to If the Administrative Agent and also then serves in the Borrower as long as capacity of the Required LendersIssuing Bank, in consultation with such resignation or removal shall constitute resignation or removal of the Borrower, appoint and obtain Issuing Bank. Any resignation or removal of the acceptance Administrative Agent or any successor Administrative Agent shall become effective upon (i) the appointment by the Lenders of a successor within such 30 daysAdministrative Agent; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1)Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000, provided and (ii) to the extent that if the Administrative Agent shall notify also then serves in the Borrower capacity of the Issuing Bank, the termination, to the reasonable satisfaction of the Administrative Agent, of any and all obligations and liabilities of the Administrative Agent, in its capacity as the Issuing Bank, under, or in connection with, this Agreement and the Lenders that no qualifying Person has accepted other Loan Documents. Without limiting the requirements of the immediately preceding sentence, upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such appointmentsuccessor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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, the Administrative Agent as provided for above in shall, after the preceding paragraph.
(3) Upon expiration of a successor’s appointment 60 day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former . Notwithstanding any Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder 's resignation or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agentremoval hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the to inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the former Administrative Agent was acting as Administrative Agentunder this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Sunterra Corp)
Replacement of Administrative Agent. (1a) The No resignation or removal of the Administrative Agent, and no appointment of a successor Administrative Agent, will become effective until the acceptance of appointment by the successor Administrative Agent may at any time give notice of its resignation pursuant 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 MontréalSection. The Administrative Agent may also be removed at any time resign by notifying the Required Lenders upon 30 days’ notice to Lender. The Lender may remove the Administrative Agent with or without cause by notifying the Administrative Agent and the Borrower and following such removal or resignation may appoint a successor Administrative Agent. Following the removal or resignation of any Person in the capacity of Administrative Agent, the obligations (solely in the case of obligations performed, or required to be performed, prior to such termination) of such Person in such capacity will terminate.
(b) The Lender will remove the Administrative Agent if:
(i) the Administrative Agent fails to comply with Section 7.08;
(ii) an Insolvency Event occurs with respect to the Administrative Agent;
(iii) a receiver or other public officer takes charge of the Administrative Agent or its property; or
(iv) the Administrative Agent becomes legally unable to act or otherwise incapable of acting as long as Administrative Agent.
(c) If the Required LendersAdministrative Agent resigns or is removed or if a vacancy exists in the office of the Administrative Agent for any reason, in consultation with the Borrower, Borrower will appoint and obtain a successor Administrative Agent promptly.
(d) Not later than five Business Days following the acceptance appointment of a successor within Administrative Agent, the retiring Administration Agent will transfer to such 30 dayssuccessor Administrator Agent, which shall and such successor Administrative Agent will acquire from the retiring Administrative Agent, its entire ownership interest in the Collateral Agent, and take all other actions necessary to vest in such successor Administrative Agent all rights with respect to the ownership and control of, and transfer to such successor all records maintained with respect to, the Collateral Agent. Any successor Administrative Agent may not include, and the ownership interest in the Collateral Agent may not be a Lender having a Commitment to a revolving credit if one transferred to, DCFS USA or more is established in this Agreement and having an office in Toronto or Montréal, or an Affiliate any of any such Lender with an office in Toronto or Montréalits Affiliates.
(2e) Any successor Administrative Agent must execute and deliver an acceptance of its appointment to the retiring Administrative Agent and the Borrower and thereupon the resignation or removal of the retiring Administrative Agent will become effective, and such successor Administrative Agent will have all the rights, powers, duties and obligations of the Administrative Agent under this Agreement. The Borrower will pay all amounts owed to the retiring Administrative Agent upon the retiring Administrative Agent’s resignation or removal. The successor Administrative Agent will deliver a notice of its succession to the Exchange Noteholders. The retiring Administrative Agent will promptly transfer all property held by it as Administrative Agent to the successor Administrative Agent.
(f) If no such a successor shall have been so appointed by the Required Lenders and shall have accepted such appointment Administrative Agent does not take office within 30 60 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 Documentsresigns or is removed, the retiring Administrative Agent shall continue to hold such collateral security until such time as Agent, the Borrower, the Lenders or any Exchange Noteholder may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through Agent. If the Administrative Agent shall instead be made by or fails to each comply with Section 7.08, and the Lender directlyfails to remove the Administrative Agent pursuant to Section 7.06(b)(i), until such time as any Exchange Noteholder may petition any court of competent jurisdiction for the Required Lenders appoint removal of the Administrative Agent and the appointment of 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. 31.1. At any time during the Term, the Company may request the removal of Sasol provided it has obtained the written consent thereto from the Preference Share Agent up to and including the Preference Shareholder Discharge Date (1the “Existing Administrative Agent”) The as Administrative Agent may at any time give notice in respect 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 rightCompany, in consultation with which event 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 Existing 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 successorAgent’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rightsCompany shall, powers, privileges and duties with effect from the date of appointment of the former replacement Administrative Agent of the Company, as set out in the Specific Accession Undertaking, be terminated.
31.2. Any proposed replacement Administrative Agent to the Company must be approved in writing in advance by Sasol (which approval shall not be unreasonably withheld and which approval shall not be required in circumstances of a breach by Sasol of any of its obligations as Administrative Agent, ) and the former Preference Share Agent and subject to such approvals having been obtained, the Company shall procure that the replacement Administrative Agent shall to the Company agrees to:
31.2.1. be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable bound by the Borrower terms and conditions of this Agreement by signing and delivering a Specific Accession Undertaking to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Preference Share Agent, the Company and Sasol;
31.2.2. become a party to the Financing Agreements to which the Administrative Agent is expressed to be a party; and
31.2.3. the fact that no fee shall be payable for its duties as Administration Agent, by signing and delivering a Specific Accession Undertaking to the Parties.
31.3. At any time during the Term, an Existing Administrative Agent may voluntarily resign its appointment as Administrative Agent to the Company, provided that such resignation shall only take effect upon the prior written approval of a replacement Administrative Agent by Sasol (which approval shall not be unreasonably withheld) and the Preference Share Agent up to and including the Preference Shareholder Discharge Date.
31.4. Notwithstanding the provisions of this Section 7 clause 31.3, Sasol, shall be entitled to resign as Administrative Agent on not less than 60 (sixty) days written notice given to the Company and of Section 9 shall continue in effect for the benefit of such former Administrative Preference Share Agent, its sub-agents and their respective Related Parties provided that, in respect of any actions taken or omitted that event, the Company irrevocably authorises the Preference Share Agent to be taken by any of them while the former appoint a replacement Administrative Agent was acting as Administrative acceptable to the Preference Share Agent.
Appears in 1 contract
Samples: Subordination and Agency Agreement
Replacement of Administrative Agent. (1i) The If the Person serving as Administrative Agent may at any time give notice is a Defaulting Lender pursuant to clause (e) of its resignation the definition thereof, the Requisite Lenders may, to the Lendersextent permitted by applicable law, by notice in writing to the Issuing Bank Borrower and the Borrower. Upon receipt of any such notice of resignationPerson, the Required Lenders shall have the rightremove such Person as Administrative Agent and, in consultation with the Borrowerwritten consent of Company (which consent of Company shall not be required if an Event of Default under subsection 8.1, to 8.6 or 8.7 herein has occurred and is continuing), which consent shall not be unreasonably withheld, 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 Requisite Lenders and shall have accepted such appointment within 30 thirty (30) days after (or such earlier day as shall be agreed by the retiring Administrative Agent gives notice of its resignation, then Requisite Lenders) (the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(1“Removal Effective Date”), provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date.
(1ii) With effect from the Removal Effective Date (A) the retiring removed 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 (2B) except for any indemnity payments owed to the removed Administrative Agent, 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 and the Issuing Lender directly, until such time time, if any, as the Required Requisite Lenders appoint a successor Administrative Agent as provided for above in above. Upon the preceding paragraph.
(3) Upon acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the former removed Administrative 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 the preceding this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former removed Administrative Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article and Section 7 and of Section 9 10.3 shall continue in effect for the benefit of such former removed Administrative 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 former retiring or removed Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Loan Agreement (Hexcel Corp /De/)
Replacement of Administrative Agent. (1) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank LC Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Majority 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 Calgary or Montréal, QuébecVancouver, or an Affiliate of any such Lender with an office in Toronto Toronto, Calgary or MontréalVancouver. The Administrative Agent may also be removed at any time by the Required Majority Lenders upon 30 days’ ' notice to the Administrative Agent and the Borrower as long as the Required Majority 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 hereunder and having an office in Toronto Toronto, Calgary or MontréalVancouver, or an Affiliate of any such Lender with an office in Toronto Toronto, Calgary or MontréalVancouver.
(2) If no such successor shall have been so appointed by the Required Majority 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(111.7(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 Credit Facility 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 Majority Lenders appoint a successor Administrative Agent as provided for above in the preceding paragraph.
(3) Upon a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Facility Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Article 11 and Section 7 and of Section 9 12.4 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Inc)
Replacement of Administrative Agent. (1) The Should the Administrative Agent or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of all Lenders (other than the Administrative Agent), then the Lender appointed by the other Lenders (with the consent of the Borrower, which consent shall not be unreasonably withheld) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may reasonably request to reflect such change at any time give notice of its resignation no cost to the LendersBorrower. If the Administrative Agent also then serves in the capacity of the Issuing Bank, such resignation or removal shall constitute resignation or removal of 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 successor Administrative Agent may also be removed at any time by shall serve in the Required Lenders upon 30 days’ notice to capacity of the Issuing Bank. Any resignation or removal of the Administrative Agent and or any successor Administrative Agent shall become effective upon the Borrower as long as appointment by the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance Lenders of a successor within such 30 daysAdministrative Agent; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1), provided that if Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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, the Administrative Agent as provided for above in shall, after the preceding paragraph.
(3) Upon expiration of a successor’s appointment 60 day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former . Notwithstanding any Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder 's resignation or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agentremoval hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the to inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the former Administrative Agent was acting as Administrative Agentunder this Agreement.
Appears in 1 contract
Replacement of Administrative Agent. (1i) The Subject to the other provisions of this Article 28, unless and to the extent prohibited from doing so by any applicable law, MSMCH (or one of its Affiliates, including, without limitation, MSBNA) shall at all times remain Administrative Agent may at any time give notice hereunder, provided that in connection with an assignment by MSMCH (and each of its resignation to Affiliates that holds an interest as Buyer hereunder) of one hundred percent (100%) of its rights and obligations as Buyer hereunder which assignment shall only be permitted by MSMCH (and its Affiliates) after the Lendersoccurrence and during the continuance of an Event of Default, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders MSMCH (and/or its Affiliates) shall have the right, in consultation with right to assign its role as Administrative Agent to 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, Assignee or an Affiliate of any such Lender with an office in Toronto or MontréalAssignee. The Buyers and Seller hereby agree that MSMCH may assign its role as Administrative Agent may also be removed at hereunder to MSBNA or any time by the Required Lenders Affiliate of MSMCH or MSBNA upon 30 days’ notice to Buyers and Seller but without the requirement for obtaining any prior written consent of any Buyers or Seller.
(ii) [Intentionally omitted].
(iii) If Administrative Agent (A) is grossly negligent or commits intentional misconduct with respect to the performance of its duties under this Agreement or any of the other Transaction Documents, (B) is a Defaulting Buyer, or (C) its Affiliates, as applicable, no longer hold any ownership interest in the Facility, the Majority Buyers may remove Administrative Agent from its role as administrative agent for Buyers, without affecting Administrative Agent’s rights or obligations as a Buyer, and appoint a successor Administrative Agent in accordance with Article 28(b)(iv) hereof.
(iv) Upon the removal or resignation of the initial Administrative Agent or any successor Administrative Agent in accordance with the terms hereof, the Majority Buyers shall appoint a successor Administrative Agent; provided, however, (x) if the Administrative Agent and is removed pursuant to Article 28(b)(ii) hereof, the Borrower as long as the Required Lenders, in consultation with the Borrower, Majority Buyers shall 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.
successor Administrative Agent and (2y) if the Administrative Agent is removed pursuant to Article 28(b)(iii) hereof, the Majority Buyers shall appoint any such successor Administrative Agent. If no such successor shall have been so Administrative Agent appointed by the Required Lenders and Majority Buyers shall have accepted such appointment within 30 sixty (60) days after the retiring Administrative Agent gives delivery of notice of its resignationresignation or removal, then the retiring departing Administrative Agent may on behalf of may, after consultation with the Lendersother Buyers, appoint a successor Administrative Agent meeting Agent. Only upon the qualifications specified in Section 7.7(1), provided that if the acceptance of any appointment as an 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 paymentsupon the recordation of a written designation and acceptance, communications Administrative Agent’s resignation shall become effective and determinations provided to be made by, to or through the such successor 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 thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or and under the other Loan Transaction Documents (other than its liability, if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable any, for duties and obligations accrued prior to its predecessor unless otherwise agreed between the Borrower and such successorretirement or removal. After the termination of the service of the former any retiring or removed Administrative Agent’s resignation or removal hereunder as an administrative agent, the provisions of this Section 7 Article 28(b) and of Section 9 Article 17 shall continue in effect for the its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the former Administrative Agent it was acting as an administrative agent hereunder and under the other Transaction Documents. The new Administrative Agent shall promptly deliver to the Buyers a copy of the resignation and acceptance. If no successor Administrative Agent has accepted appointment as Administrative Agent by the effective date of a retiring Administrative Agent’s resignation or removal, the retiring Administrative Agent’s resignation or removal shall nevertheless be effective and the Buyer holding the greatest Ratable Share at such time shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Majority Buyers appoint a successor Administrative Agent as provided for above; provided, however, that if there is more than one Buyer holding an equal Ratable Share at such time and such Ratable Share is greater than each other Buyers’ Ratable Share, then the Majority Buyers shall determine which of such Buyers holding equal Ratable Shares shall become the Administrative Agent at such time. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Transaction Document (or in any Co-Buyer Agreement), so long as no Event of Default shall have occurred and be continuing, any successor Administrative Agent shall be subject to the prior written approval of Seller, in its sole discretion, not to be unreasonably withheld, conditioned or delayed.
(v) Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent with Xxxxxx’s prior written approval, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents.
Appears in 1 contract
Samples: Master Repurchase and Securities Contract Agreement (Starwood Credit Real Estate Income Trust)
Replacement of Administrative Agent. (1) The Administrative Agent may resign at any time give by giving 30 days prior notice of its resignation to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrower, right 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 Majority 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)Agent, 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 (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Security held by the Administrative Agent on behalf of the Lenders Secured Creditors under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Security until such time as a successor Administrative Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the such Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Majority Lenders appoint a successor Administrative Agent as provided for above in the preceding paragraphpursuant to Section 9.8(1).
(3) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent (other than any rights to indemnity payments owed to the former Administrative Agent), and the former Administrative 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 in the preceding paragraph)Credit Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 Article 9 and of Section 9 10.5 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as an Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. (1) The Administrative Agent may resign at any time give after having given thirty (30) days’ prior written notice of its resignation to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the prior consent of 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 MontréalToronto, Ontario. The Administrative Agent may also be removed at any time by the Required Majority Lenders upon 30 thirty (30) days’ prior written notice to the Administrative Agent and the Borrower as long as the Required Majority Lenders, in consultation with the prior consent of the Borrower, appoint and obtain the acceptance of a successor within such 30 thirty (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 MontréalToronto, or an Affiliate of any such Lender with an office in Toronto or MontréalToronto.
(2) If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (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(113.07(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 Credit 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 Credit 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 Majority 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 Article 13 and of Section 9 Article 15 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. (1a) The Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United States, subject to approval by the Borrower provided that no Event of Default under clauses (a), (b), (i) or (j) of Section 9.01 shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United States.
(b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.
(c) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, to and, so long as no Event of Default under clauses (a), (b), (i) or (j) of Section 9.01 shall then exist, with the prior consent of the Borrower, appoint a successor, successor which shall be a Lender having commercial bank organized under the laws of the United States or any state thereof or a Commitment to a revolving credit if one or more is established in this Agreement and having bank which maintains an office in Toronto, Ontario or Montréal, Québec, or an Affiliate of any such Lender with an office in Toronto or Montréalthe United States. 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 (or such earlier day as shall be agreed by the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Required 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 removal 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 paragraphdate.
(3) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. (1) The Should the Administrative Agent may at or any time give notice successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of its resignation to the LendersDetermining Lenders (other than the Administrative Agent), then the Lender appointed by the Determining Lenders (other than the Administrative Agent) with the approval of the Borrower (provided that if an Event of Default shall have occurred and be continuing, the Issuing Bank approval of the Borrower shall not be required) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may reasonably request to reflect such change at no cost to the Borrower. Upon receipt Any resignation or removal 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 or any successor Administrative Agent shall become effective upon the Borrower as long as appointment by the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance Lenders of a successor within such 30 daysAdministrative Agent from among the other Lenders and written notice thereto to the Borrower; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the LendersLenders and, provided that no Event of Default shall have occurred and be continuing, with the consent of the Borrower, which consent shall not be unreasonably withheld, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1), provided that if Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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, the Administrative Agent as provided for above in shall, after the preceding paragraph.
(3) Upon expiration of a successor’s appointment 60 day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former . Notwithstanding any Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder 's resignation or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agentremoval hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the to inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the former Administrative Agent was acting as Administrative Agentunder this Agreement.
Appears in 1 contract
Replacement of Administrative Agent. (1a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrower, right 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 MontréalMontreal, QuébecQuebec, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal acceptable to the Borrower, acting reasonably. The Administrative Agent may also be removed at any time by the Required Majority Lenders upon 30 thirty (30) days’ notice to the Administrative Agent and the Borrower as long as the Required Majority Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within such 30 thirty (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 MontréalMontreal, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal acceptable to the Borrower, acting reasonably.
(2b) If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (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(19.7(a), 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 and:
(1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit 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 Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and ); and
(2ii) 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 Majority Lenders appoint a successor Administrative Agent as provided for above in the preceding paragraphSection 9.7(a).
(3c) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 Article 9 and of Section 9 11.6(a) shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
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 MontréalMontreal, QuébecQuebec, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal. 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 MontréalMontreal, or an Affiliate of any such Lender lender with an office in Toronto or MontréalMontreal.
(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 Lenderslenders, 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 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 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Village Farms International, Inc.)
Replacement of Administrative Agent. (1a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank 5 Year Fronting Documentary Credit Lenders, the 5 Year Swingline Lenders and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrower, right 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 MontréalMontreal, QuébecQuebec, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal acceptable to the Borrowers, acting reasonably. The Administrative Agent may also be removed at any time by the Required Majority Lenders upon 30 thirty (30) days’ notice to the Administrative Agent and the Borrower Borrowers as long as the Required Majority Lenders, in consultation with the BorrowerBorrowers, appoint and obtain the acceptance of a successor within such 30 thirty (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 MontréalMontreal, or an Affiliate of any such Lender with an office in Toronto or MontréalMontreal acceptable to the Borrowers, acting reasonably.
(2b) If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (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(110.7(a), provided that if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and and:
(1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit 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 Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and ); and
(2ii) 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 Majority Lenders appoint a successor Administrative Agent as provided for above in the preceding paragraphSection 10.7(a).
(3c) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 Article 10 and of Section 9 12.6(a) shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit Facility (Canadian Pacific Kansas City LTD/Cn)
Replacement of Administrative Agent. (1i) The If the Person serving as Administrative Agent may at any time give notice is a Defaulting Lender pursuant to clause (e) of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignationdefinition thereof, the Required Lenders shall have the right, in consultation with the Borrowermay, to appoint a successorthe extent permitted by applicable law, which shall be a Lender having a Commitment by notice in writing to a revolving credit if one or more is established in this Agreement the Borrower 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 Person remove such Person as 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 Lendersand, 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) successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after (or such earlier day as shall be agreed by the retiring Administrative Agent gives notice of its resignation, then Required Lenders) (the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(1“Removal Effective Date”), provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date.
(1ii) With effect from the Removal Effective Date (A) the retiring removed 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 Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2B) except for any indemnity payments owed to the removed Administrative Agent, 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 and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in above. Upon the preceding paragraph.
(3) Upon acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the former removed Administrative 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 the preceding this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former removed Administrative Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article and Section 7 and of Section 9 10.3 shall continue in effect for the benefit of such former removed Administrative 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 former retiring or removed Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Hexcel Corp /De/)
Replacement of Administrative Agent. (1) The Should the Administrative Agent or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of the Determining Lenders (other than the Administrative Agent), then the Lender appointed by the other Lenders (provided no Event of Default shall have occurred and be continuing, with the consent of the Borrower, which consent shall not be unreasonably withheld) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may reasonably request to reflect such change at any time give notice of its resignation no cost to the Lenders, the Issuing Bank and the Borrower. Upon receipt Any resignation or removal 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 or any successor Administrative Agent shall become effective upon the Borrower as long as appointment by the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance Lenders of a successor within such 30 daysAdministrative Agent from among the other Lenders; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the LendersLenders and, provided that no Event of Default shall have occurred and be continuing, with the consent of the Borrower, which consent shall not be unreasonably withheld, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1), provided that if Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting shall, after the expiration of a 60 day period from the date of notice, be relieved of all obligations as Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. (1) The Should the Administrative Agent or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of the Determining Lenders (other than the Administrative Agent), then the Lender appointed by the Determining Lenders (other than the Administrative Agent) with the approval of the Borrower (provided that if an Event of Default shall have occurred and be continuing, the approval of the Borrower shall not be required) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may reasonably request to reflect such change at any time give notice of its resignation no cost to the LendersBorrower. If the Administrative Agent also then serves in the capacity of the Swing Line Bank or the Issuing Bank, such resignation or removal shall constitute resignation or removal of the Swing Line Bank and 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 successor Administrative Agent may also be removed at any time by shall serve in the Required Lenders upon 30 days’ notice to capacity of the Swing Line Bank and the Issuing Bank. Any resignation or removal of the Administrative Agent and or any successor Administrative Agent shall become effective upon the Borrower as long as appointment by the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance Lenders of a successor within such 30 daysAdministrative Agent from among the other Lenders and written notice thereto to the Borrower; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the LendersLenders and, provided that no Event of Default shall have occurred and be continuing, with the consent of the Borrower, which consent shall not be unreasonably withheld, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1), provided that if Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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, the Administrative Agent as provided for above in shall, after the preceding paragraph.
(3) Upon expiration of a successor’s appointment 60 day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former . Notwithstanding any Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder 's resignation or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agentremoval hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the to inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the former Administrative Agent was acting as Administrative Agentunder this Agreement.
Appears in 1 contract
Replacement of Administrative Agent. (1a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank Lenders 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 Loan if one or more is established in this Agreement and having an office in Toronto, Ontario or Montréal, Québec, Toronto or an Affiliate of any such Lender with an office in Toronto or MontréalToronto. 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 Loan 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 MontréalToronto.
(2b) 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(111.7(a), 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 Financing Agreements (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan DocumentsFinancing Agreements, 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.
(3c) Upon a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents Financing Agreements (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorsuccessor and any predecessor shall refund to the Borrower the proportion of any annual agency fee paid to such predecessor attributable to the unexpired portion of the then current year for which such fees were paid. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 Agreement shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as the Administrative Agent.
Appears in 1 contract
Samples: Loan Agreement (Andersons, Inc.)
Replacement of Administrative Agent. (1) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank Lenders and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrowerprior consent of Open Text, to appoint a successor, which shall be a Lender having a Revolving Credit 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 MontréalToronto. The Administrative Agent may also be removed at any time by the Required Majority Lenders upon 30 days’ notice to the Administrative Agent and the Borrower Open Text as long as the Required Majority Lenders, in consultation with the prior consent of the Borrower, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Revolving Credit Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto or MontréalToronto, or an Affiliate of any such Lender with an office in Toronto or MontréalToronto.
(2) If no such successor shall have been so appointed by the Required Majority 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 may, with the prior consent of Open Text (such consent not to be unreasonably withheld or delayed), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(114.07(1), provided that if the Administrative Agent shall notify the Borrower Open Text 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 Credit 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 Credit 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 Majority 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 Article 14 and of Section 9 Article 16 shall continue in effect for the benefit of such former Administrative Agent, its sub-agents Administrative Agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Replacement of Administrative Agent. (1a) The Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, successor Administrative Agent which shall be a Lender having commercial bank organized under the laws of the United States or any state thereof or a Commitment to a revolving credit if one or more is established in this Agreement and having bank which maintains an office in Torontothe United States, Ontario subject to approval by the Borrower provided that no Event of Default under clauses (a), (b), (i) or Montréal, Québec, or an Affiliate (j) of any Section 9.01 shall exist at such Lender with an office in Toronto or Montréaltime. The If no successor 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 appointed, 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 may, on behalf of the Lenders, appoint a successor Administrative Agent meeting which shall be a commercial bank organized under the qualifications specified laws of the United States or any state thereof or a bank which maintains an office in Section 7.7(1), provided that if the United States.
(b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall notify xxxxxxxxx succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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 under this Agreement and under the other Loan Documents (except that in Documents. If, within 45 days after written notice is given of the case of any collateral security held by the retiring Administrative Agent’s resignation under this Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on behalf of such 45th day (i) the Lenders under any of the Loan Documentsretiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through under the Administrative Agent shall instead be made by or to each Lender directly, Loan Documents 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 with all of the rights, powers, privileges and duties of the former above. After any retiring Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent’s resignation hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the benefit of such former retiring or removed Administrative Agent, Agent and its sub-representatives and agents and their respective Related Parties in respect of any actions taken or omitted to be not taken by any of them while it was serving as the former Administrative Agent was acting as Administrative Agent.
(c) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, and, so long as no Event of Default under clauses (a), (b), (i) or (j) of Section 9.01 shall then exist, with the prior consent of the Borrower, appoint a successor which shall be a commercial bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United States. If no such successor shall have been - 76 - so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders), then such removal shall nonetheless become effective in accordance with such notice on such date.
Appears in 1 contract
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 Xxxxxxx 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement
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, 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 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Replacement of Administrative Agent. (1) The Should the Administrative Agent ----------------------------------- or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of all Lenders (other than the Administrative Agent), then the Lender appointed by the other Lenders (with the consent of the Borrower, which consent shall not be unreasonably withheld) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may reasonably request to reflect such change at any time give notice of its resignation no cost to the LendersBorrower. If the Administrative Agent also then serves in the capacity of the Swing Line Bank or the Issuing Bank, such resignation or removal shall constitute resignation or removal of the Swing Line Bank and 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 successor Administrative Agent may also be removed at any time by shall serve in the Required Lenders upon 30 days’ notice to capacity of the Swing Line Bank and the Issuing Bank. Any resignation or removal of the Administrative Agent and or any successor Administrative Agent shall become effective upon the Borrower as long as appointment by the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance Lenders of a successor within such 30 daysAdministrative Agent; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1), provided that if Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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, the Administrative Agent as provided for above in shall, after the preceding paragraph.
(3) Upon expiration of a successor’s appointment 60 day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.Notwithstanding any
Appears in 1 contract
Replacement of Administrative Agent. (1a) 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 Majority 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 Majority Lenders upon 30 days’ notice to the Administrative Agent and the Borrower as long as the Required Majority 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.
(2b) If no such successor shall have been so appointed by the Required Majority 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(17.7(a), 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 Majority Lenders appoint a successor Administrative Agent as provided for above in the preceding paragraph.
(3c) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Alithya Group Inc)
Replacement of Administrative Agent. (1) The Should the Administrative Agent ----------------------------------- or any successor Administrative Agent ever cease to be a Lender hereunder, or should the Administrative Agent or any successor Administrative Agent ever resign as Administrative Agent, or should the Administrative Agent or any successor Administrative Agent ever be removed with cause or without cause by the action of all Lenders (other than the Administrative Agent), then the Lender appointed by the other Lenders (provided that no Event of Default exists, with the consent of the Borrower, which consent shall not be unreasonably withheld) shall forthwith become the Administrative Agent, and the Borrower and the Lenders shall execute such documents as any Lender may at any time give notice reasonably request to reflect such change. If the Administrative Agent also then serves in the capacity of its the Issuing Bank, such resignation to the Lenders, or removal shall constitute resignation or removal of 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 successor Administrative Agent may also be removed at any time by shall serve in the Required Lenders upon 30 days’ notice to capacity of the Issuing Bank; provided, however, if the Administrative Agent also serves in the capacity of the Issuing Bank and no successor Administrative Agent is appointed, the Borrower as long retiring Administrative Agent shall remain as the Required Lenders, in consultation with Issuing Bank. Any resignation or removal of the Borrower, appoint and obtain Administrative Agent or any successor Administrative Agent shall become effective upon the acceptance appointment by the Lenders of a successor within such 30 daysAdministrative Agent; provided, which shall be a Lender having a Commitment to a revolving credit however, 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 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 gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications specified in Section 7.7(1), provided that if Laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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, provided that if the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor or removed Administrative Agent is appointed) and (2) all payments, communications and determinations provided unable 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, the Administrative Agent as provided for above in shall, after the preceding paragraph.
(3) Upon expiration of a successor’s appointment 60 day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former . Notwithstanding any Administrative Agent, and the former Administrative Agent shall be discharged from all of its duties and obligations hereunder 's resignation or under the other Loan Documents (if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agentremoval hereunder, the provisions of this Section 7 and of Section 9 Article shall continue in effect for the to inure to its benefit of such former Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the former Administrative Agent was acting as Administrative Agentunder this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Kevco Inc)
Replacement of Administrative Agent. (1i) The If the Person serving as Administrative Agent may at any time give notice is a Defaulting Lender pursuant to clause (e) of its resignation the definition thereof, the Requisite Lenders may, to the Lendersextent permitted by applicable law, by notice in writing to the Issuing Bank Company 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 Person remove such Lender with an office in Toronto or Montréal. The Person as 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 Lendersand, 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) successor. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 thirty (30) days after (or such earlier day as shall be agreed by the retiring Administrative Agent gives notice of its resignation, then Requisite Lenders) (the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications specified in Section 7.7(1“Removal Effective Date”), provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date.
(1ii) With effect from the Removal Effective Date (A) the retiring removed 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 Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2B) except for any indemnity payments owed to the removed Administrative Agent, 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 and the Issuing Lender directly, until such time time, if any, as the Required Requisite Lenders appoint a successor Administrative Agent as provided for above in above. Upon the preceding paragraph.
(3) Upon acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the former removed Administrative 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 the preceding this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former removed Administrative Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article and Section 7 and of Section 9 10.3 shall continue in effect for the benefit of such former removed Administrative 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 former retiring or removed Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
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 Majority Lenders shall have the right, 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 Majority Lenders upon 30 days’ notice to the Administrative Agent and the Borrower as long as the Required Majority 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 Majority 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 Majority 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 with all of the rights, powers, privileges and duties of the former Administrative Agent, and the former Administrative 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 in the preceding paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the termination of the service of the former Administrative Agent, the provisions of this Section 7 and of Section 9 shall continue in effect for the benefit of such former Administrative 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 former Administrative Agent was acting as Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Nordion Inc.)
