Replacement of Agent. (a) Any Agent may resign at any time by giving thirty (30) days prior notice of its resignation to the Purchasers and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall cease.
(b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers.
(d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or ...
Replacement of Agent. A Majority-in-Interest may at any time and for any reason replace the Agent with a successor Agent jointly selected by them, upon at least ten days written notice to the Debtors and the other Secured Parties. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall be entitled to receive from the terminated Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges, and duties of the retiring Agent, and the terminated Agent shall be discharged from its duties and obligations under this Agreement.
Replacement of Agent. In the event that Agent or any Affiliate thereof is a Defaulting Buyer, Buyers having more than 50% of the aggregate amount of Individual Commitment Amounts of all Buyers (excluding all Individual Commitment Amounts or Individual Buyer Balances of any Defaulting Buyer) may, to the extent permitted by applicable law, by notice in writing to Seller and Agent, remove Agent in its capacity as such, and subject to Seller’s approval (not to be unreasonably withheld), appoint a successor. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the removed Agent and the removed Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Agreements. The fees payable by Seller to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Seller and such successor. Removed Agent agrees to execute such additional documents and perform such further acts as may be reasonably required or desirable to carry out or perform the foregoing provisions of this Section; provided that, to the extent removed Agent fails to promptly execute such additional documents and or to perform such further acts, successor Agent may, on behalf of removed Agent, execute such additional documents or perform such further acts.
Replacement of Agent. (1) The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, subject to the consent of the Borrowers (provided no Event of Default has occurred and is continuing), 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 an Affiliate of any such Lender with an office in Xxxxxxx, Xxxxxxx. The Agent may also be removed at any time by the Majority Lenders or the Borrowers upon 30 days' notice to the Agent, the Borrowers and the Lenders as long as the Majority Lenders, subject to consent of the Borrowers (provided no Event of Default has occurred and is continuing) or 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, Ontario or Montreal, Quebec, or an Affiliate of any such Lender with an office in Toronto, Ontario or Montreal, Quebec.
(2) If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 14.01, provided that if the Agent shall notify the 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 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 Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders or the Borrowers appoint a successor Agent as provided for above in the preceding paragraph.
(3) Upon a successor's appointment as Agent hereunder, such successor shall succeed to and become vested...
Replacement of Agent. Upon written notice by 50% of the Purchasers that such Purchasers object to Cavalry Fund I LP serving as Agent under this Agreement, Cavalry Fund I LP shall be replaced as Agent by a person or entity which shall be acceptable to at least 50% of the Purchasers.
Replacement of Agent. (a) The Agent may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Corporation not less than 30 days' prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Agent and to appoint a new warrant agent. In the event of the Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Corporation, the retiring Agent or any Warrantholder may apply to a justice of the Ontario Court of Justice (General Division) at the Corporation's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant Agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Agent and appointment of a successor warrant Agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Agent hereunder and all securities, documents of title and other instruments, and all monies and properties, held by the A...
Replacement of Agent. If any Lender becomes a Defaulting Lender, if any Lender delivers a notice pursuant to Section 2.12, 2.13 or 2.15 or if any Lender fails to consent to a waiver or amendment which requires the consent of each of the Lenders (hereinafter any such Lender shall be referred to as a "Replaced Lender"), then in such case, the Borrower may, upon at least five (5) Business Days' notice to the Administrative Agent and such Replaced Lender, designate a replacement lender (a "Replacement Lender") acceptable to the Administrative Agent in its reasonable discretion, to which such Replaced Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Borrower and the Replaced Lender) of all amounts owed to such Replaced Lender hereunder, assign all (but not less than all) of its rights and obligations hereunder. Upon any assignment by any Lender pursuant to this Section 2.16 becoming effective, the Replacement Lender shall thereupon be deemed to be a "Lender" for all purposes of this Agreement and such Replaced Lender shall thereupon cease to be a "Lender" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 2.12, 2.13, 2.15 and 9.5 while such Replaced Lender was a Lender).
Replacement of Agent. Upon any dissolution of Agent, Agent shall be entitled to transfer to its shareholders or to one or more corporations or limited partnerships, the majority of the shareholders or partners of which are shareholders of Agent, all of its rights as Agent under the Transaction Documents. In connection with such distribution, Agent shall be entitled to assign to its limited partners or such corporations or partnerships Agent's rights hereunder. In addition, the Purchasers may agree to immediately remove Agent from its position and appoint a successor Agent in the stead of Cutter. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be then discharged from its further duties and obligations as Agent under this Agreement provided that the Agent shall execute such documents as may be necessary or desirable to assign and transfer the retiring Agent's interest in this Agreement and the other Transaction Documents to the successor Agent. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.
Replacement of Agent. (a) Subject to the appointment of a successor Agent as provided in this clause:
(i) the Agent may resign at any time by giving not less than 30 days notice to the Participants and to the Borrower; and
(ii) all the Participants (other than the Agent) together may remove the Agent from office by giving not less than 30 days notice to the Borrower and the Agent.
(b) On notice of resignation or removal the Majority Participants have the right to appoint a successor Agent approved by the Borrower and who accepts the appointment.
(c) If no successor Agent is appointed within 30 days after notice, the retiring Agent may on behalf of the Participants appoint a successor Agent approved by the Borrower and who accepts the appointment.
(d) On its appointment the successor Agent will have all the rights, powers and obligations of the retiring Agent. The retiring Agent will be discharged from its rights, powers and obligations.
(e) The retiring Agent shall execute and deliver all documents or agreements which are necessary or in its opinion desirable to transfer to the successor Agent each Lien and Guarantee held by the retiring Agent in relation to the Secured Money or to effect the appointment of the successor Agent.
(f) After any retiring Agent's resignation or removal, this clause will continue in effect in respect of anything done or omitted to be done by it while it was acting as Agent.
(g) The Borrower shall not unreasonably withhold its approval of any proposed successor Agent. It shall respond as soon as practicable to any request for approval.
(h) The Borrower need not pay the cost of the appointment of a successor Agent under this clause.
Replacement of Agent. If the Agent gives notice of its resignation pursuant to Clause 3.16, then either a banking corporation or financial institution being wholly owned (100%) by CITIGROUP INC. may be appointed by the retiring Agent or its successors without requiring the Lender’s and the Security Parties’ consent or subject to the Security Parties’ consent (not to be unreasonably withheld) any reputable and experienced in shipping finance bank or other financial institution may be appointed as a successor to the retiring Agent by the Majority Lenders during or after the period of such notice but, if no such successor is so appointed, the retiring Agent may appoint such a successor itself.
