Common use of Resignation of Agent; Appointment of Successor Clause in Contracts

Resignation of Agent; Appointment of Successor. (a) The Agent or any successor thereto may resign at any time without cause by giving at least 30 calendar days’ prior written notice to the Borrower and the Lenders, such resignation to be effective only upon the acceptance of the agency by a successor Agent. In addition, the Majority Junior Lenders may at any time remove the Agent with cause by an instrument in writing delivered to the Borrower, each other Lender and the Agent, such removal to be effective upon the acceptance of the agency by the successor Agent. In the case of the resignation or removal of the Agent, the Majority Junior Lenders may appoint a successor Agent by an instrument signed by the Majority Junior Lenders and, so long as no Event of Default shall have occurred and be continuing, in consultation with the Borrower. If a successor Agent shall not have been appointed within 30 days after such notice of resignation or removal, the Agent, the Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor Agent to act until such time, if any, as a successor shall have been appointed as above provided. The successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed as above provided. (b) Any successor Agent, however appointed, shall execute and deliver to the Borrower and to the predecessor Agent an instrument accepting such appointment, and thereupon such successor Agent, without further act, shall become vested with all the estates, properties, rights, powers and duties of the predecessor Agent hereunder with like effect as if originally named the Agent herein; but nevertheless upon the written request of such successor Agent, the predecessor Agent shall execute and deliver an instrument transferring to such successor Agent all the estates, properties, rights and powers of such predecessor Agent, and such predecessor Agent shall duly assign, transfer, deliver and pay over to such successor Agent all moneys or other property then held by such predecessor Agent hereunder. (c) Any successor Agent, however appointed, shall be a bank or trust company organized and existing under the laws of the United States, Canada, Switzerland or a member state of the European Union having a combined capital and surplus of at least $150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Agent hereunder upon reasonable or customary terms. (d) Any entity into which the Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any entity to which substantially all the agency business of the Agent may be transferred, shall be the Agent under this Agreement without further act.

Resignation of Agent; Appointment of Successor. (a) The Each Agent may resign as Administrative Agent or any successor thereto may resign at any time without cause Collateral Agent by giving at least 30 calendar not less than thirty (30) days’ prior written notice to the Borrower Lenders and the LendersLoan Parties. If Administrative Agent shall resign under this Agreement, such resignation then, (i) subject to be effective only upon the acceptance consent of the agency by Loan Parties (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), Majority Lenders shall appoint from among Lenders a successor Administrative Agent for Lenders or (ii) if a successor Administrative Agent shall not be so appointed and approved within the thirty (30) day period following Administrative Agent. In addition, the Majority Junior ’s notice to Lenders may at any time remove the Agent with cause by an instrument in writing delivered to the Borrower, each other Lender and the AgentLoan Parties of its resignation, such removal to be effective upon the acceptance of the agency by the successor Agent. In the case of the resignation or removal of the Agent, the Majority Junior Lenders may then Administrative Agent shall appoint a successor agent who shall serve as Administrative Agent by an instrument signed by the until such time as Majority Junior Lenders and, so long as no Event of Default shall have occurred and be continuing, in consultation with the Borrower. If a successor Agent shall not have been appointed within 30 days after such notice of resignation or removal, the Agent, the Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor Agent to act until such timeagent, if any, as a successor shall have been appointed as above provided. The successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed as above provided. (b) Any successor Agent, however appointed, shall execute and deliver subject to the Borrower and Loan Parties’ consent as set forth above. Upon its appointment, such successor agent shall succeed to the predecessor Agent an instrument accepting such appointment, and thereupon such successor Agent, without further act, shall become vested with all the estates, properties, rights, powers and duties of Administrative Agent and the predecessor Agent hereunder with like effect as if originally named the Agent herein; but nevertheless upon the written request of term “Administrative Agent” shall mean such successor Agent, the predecessor Agent shall execute and deliver an instrument transferring to such successor Agent all the estates, properties, rights and powers of such predecessor Agenteffective upon its appointment, and such predecessor Agent shall duly assignthe former Administrative Agent’s rights, transfer, deliver powers and pay over to such successor Agent all moneys or other property then held by such predecessor Agent hereunder. (c) Any successor Agent, however appointed, shall be a bank or trust company organized and existing under the laws of the United States, Canada, Switzerland or a member state of the European Union having a combined capital and surplus of at least $150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Agent hereunder upon reasonable or customary terms. (d) Any entity into which the Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the as Administrative Agent shall be a party, terminated without any other or further act or deed on the part of such former Administrative Agent or any entity to which substantially all the agency business of the parties to this Agreement. If Collateral Agent may shall resign under this Agreement, then Administrative Agent shall assume the rights, powers and duties of Collateral Agent hereunder; provided, that, Administrative Agent may, in its discretion, appoint another Lender as the successor Collateral Agent, in which case such successor Collateral Agent shall assume the rights, powers and duties of Collateral Agent hereunder. After the resignation of any Agent hereunder, the provisions of this Section 12 shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be transferred, shall deemed to be the released from liability for any actions taken or not taken by it while it was an Agent under this Agreement without further actAgreement.

Resignation of Agent; Appointment of Successor. (a) The Agent or any successor thereto may resign at any time without cause by giving at least 30 calendar days’ prior written notice to the Borrower and the Lenders, such resignation to be effective only upon the acceptance of the agency by a successor Agent. In addition, the Majority Junior Senior Lenders may at any time remove the Agent with cause by an instrument in writing delivered to the Borrower, each other Lender and the Agent, such removal to be effective upon the acceptance of the agency by the successor Agent. In the case of the resignation or removal of the Agent, the Majority Junior Senior Lenders may appoint a successor Agent by an instrument signed by the Majority Junior Senior Lenders and, so long as no Event of Default shall have occurred and be continuing, in consultation with the Borrower. If a successor Agent shall not have been appointed within 30 days after such notice of resignation or removal, the Agent, the Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor Agent to act until such time, if any, as a successor shall have been appointed as above provided. The successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed as above provided. (b) Any successor Agent, however appointed, shall execute and deliver to the Borrower and to the predecessor Agent an instrument accepting such appointment, and thereupon such successor Agent, without further act, shall become vested with all the estates, properties, rights, powers and duties of the predecessor Agent hereunder with like effect as if originally named the Agent herein; but nevertheless upon the written request of such successor Agent, the predecessor Agent shall execute and deliver an instrument transferring to such successor Agent all the estates, properties, rights and powers of such predecessor Agent, and such predecessor Agent shall duly assign, transfer, deliver and pay over to such successor Agent all moneys or other property then held by such predecessor Agent hereunder. (c) Any successor Agent, however appointed, shall be a bank or trust company organized and existing under the laws of the United States, Canada, Switzerland or a member state of the European Union having a combined capital and surplus of at least $150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Agent hereunder upon reasonable or customary terms. (d) Any entity into which the Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any entity to which substantially all the agency business of the Agent may be transferred, shall be the Agent under this Agreement without further act.

Resignation of Agent; Appointment of Successor. (a) The Any Agent or any successor thereto may resign at any time without cause as such by giving at least 30 calendar not less than thirty days’ prior written notice to the Borrower and the Lendersnotice, such resignation to be effective only upon the acceptance of the agency by a successor Agent. In addition, the Majority Junior Lenders may at any time remove the Agent with cause by an instrument in writing delivered to the Borrower, each other Lender and the Agent, such removal to be effective upon the acceptance of the agency by the successor Agent. In the case of the resignation or removal of the Agent, to Lenders, Issuing Bank and Borrower Representative, and in the Majority Junior case of Canadian Agent, U.K. Agent and any Collateral Agent, to Lenders may appoint and Borrower Representative. If any Agent shall resign under this Agreement, then, (i) subject to the consent of Borrower (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a successor Agent by Default or an instrument signed by the Majority Junior Lenders and, so long as no Event of Default shall have has occurred and is continuing) in the case of Agent only, Majority Lenders shall appoint from among Lenders (located in the relevant jurisdiction) successor agents or agent, as applicable, for Lenders and Issuing Bank or (ii) if successor agents or agent, as applicable, shall not be so appointed and approved within the thirty-day period following such Agent’s notice of such resignation, then Agent shall appoint successor agents or agent, as applicable, who shall serve as such Agent until such time as Majority Lenders appoint successor agents or agent, as applicable, subject to Borrower Representative’s consent, if applicable, as set forth above. Subject to the consent of Borrower Representative (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default has occurred and is continuing), in consultation with the Borrower. If case of Canadian Agent, U.K. Agent or any Collateral Agent only, Agent shall appoint from among the Lenders or any Affiliate of Agent located in the relevant jurisdiction a successor Agent shall not have been appointed within 30 days after such notice of resignation agent or removal, the Agent, the Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor Agent to act until such time, if anyagents, as a applicable. Upon its appointment, such successor agents or agent shall have been appointed as above provided. The successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed as above provided. (b) Any successor Agent, however appointed, shall execute and deliver succeed to the Borrower and to the predecessor Agent an instrument accepting such appointment, and thereupon such successor Agent, without further act, shall become vested with all the estates, properties, rights, powers and duties of the predecessor applicable Agent hereunder with like effect and the term “Agent”, “Canadian Agent”, “U.K. Agent”, “U.S. Collateral Agent”, “Canadian Collateral Agent”, “U.K. Collateral Agent” and “Agents”, as if originally named applicable, shall mean each such successor effective upon its appointment, and the former applicable Agent’s rights, powers and duties as applicable Agent herein; but nevertheless upon shall, as applicable, be terminated without any other or further act or deed on the written request part of such successor Agentformer Agent or any of the parties to this Agreement. After the resignation of any such Agent hereunder, the predecessor provisions of this Section 11.11 shall inure to the benefit of such former Agent and such former Agent shall execute and deliver an instrument transferring to such successor Agent all the estates, properties, rights and powers not by reason of such predecessor Agent, and such predecessor Agent shall duly assign, transfer, deliver and pay over resignation be deemed to such successor Agent all moneys be released from liability for any actions taken or other property then held not taken by such predecessor Agent hereunder. (c) Any successor Agent, however appointed, shall be a bank or trust company organized and existing under the laws of the United States, Canada, Switzerland or a member state of the European Union having a combined capital and surplus of at least $150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Agent hereunder upon reasonable or customary terms. (d) Any entity into which the Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any entity to which substantially all the agency business of the Agent may be transferred, shall be the while acting as Agent under this Agreement Agreement. Notwithstanding the foregoing, without further actthe consent of the Lenders or Borrowers, any Affiliate of Fleet may be appointed (i) by Fleet to replace Fleet as Collateral Agent hereunder, (ii) by Fleet Canada to replace Fleet Canada as Canadian Collateral Agent hereunder and (iii) by Fleet U.K. to replace Fleet U.K. as U.K. Collateral Agent hereunder; provided that, such replacement Canadian Collateral Agent and/or U.K. Collateral Agent shall provide prior notice to Agent and Borrowers of such replacement.

Resignation of Agent; Appointment of Successor. (a) The Each Agent may resign as Administrative Agent, Collateral Agent or any successor thereto may resign at any time without cause Origination Agent by giving at least 30 calendar not less than thirty (30) days’ prior written notice to the Borrower Lenders and the LendersLoan Parties. If the Administrative Agent shall resign under this Agreement or if the Administrative Agent is removed pursuant to clause (b) below, such resignation then, (i) subject to be effective only upon the acceptance consent of the agency by Loan Parties (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), the Required Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders or (ii) if a successor Administrative Agent shall not be so appointed and approved within the thirty (30) day period following the Administrative Agent. In addition, the Majority Junior Lenders may at any time remove the Agent with cause by an instrument in writing delivered ’s notice to the Borrower, each other Lender Lenders and the AgentLoan Parties of its resignation, such removal to be effective upon then the acceptance of the agency by the successor Agent. In the case of the resignation or removal of the Agent, the Majority Junior Lenders may Administrative Agent shall appoint a successor agent who shall serve as the Administrative Agent by an instrument signed by until such time as the Majority Junior Required Lenders and, so long as no Event of Default shall have occurred and be continuing, in consultation with the Borrower. If a successor Agent shall not have been appointed within 30 days after such notice of resignation or removal, the Agent, the Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor Agent agent, subject to act until such time, if any, the Loan Parties’ consent as a successor shall have been appointed as above providedset forth above. The successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed as above provided. (b) Any successor At any time when the Person acting as the Administrative Agent, however appointedCollateral Agent or Origination Agent is also a Defaulting Lender, shall execute and deliver the Required Lenders may remove the Administrative Agent, Collateral Agent or Origination Agent in its capacity as such upon thirty (30) days’ prior written notice to the Borrower and Administrative Agent, Collateral Agent or Origination Agent, as applicable, unless such Person ceases to be a Defaulting Lender on or prior to the predecessor Agent an instrument accepting expiration of such thirty (30) day period. Upon its appointment, and thereupon such successor Agent, without further act, agent shall become vested with all succeed to the estates, properties, rights, powers and duties of the predecessor Administrative Agent hereunder with like effect and the term “Administrative Agent” shall mean such successor effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as if originally named the Administrative Agent herein; but nevertheless upon shall be terminated without any other or further act or deed on the written request part of such successor Agent, former Administrative Agent or any of the predecessor parties to this Agreement. The Administrative Borrower shall have no obligation to replace or otherwise cash collateralize any Letter of Credit issued by an Agent in connection with the resignation or removal of such Agent pursuant to this Section 12.8. If the Collateral Agent or the Origination Agent shall execute and deliver an instrument transferring resign under this Agreement or be removed pursuant to such successor Agent all clause (b) above, then the estates, properties, rights and powers of such predecessor Agent, and such predecessor Administrative Agent shall duly assignassume the rights, transfer, deliver powers and pay over to such successor Agent all moneys or other property then held by such predecessor Agent hereunder. (c) Any successor Agent, however appointed, shall be a bank or trust company organized and existing under the laws of the United States, Canada, Switzerland or a member state of the European Union having a combined capital and surplus of at least $150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Collateral Agent and/or the Origination Agent hereunder, as applicable; provided, that, the Administrative Agent may, in its discretion, appoint another Lender as the successor Collateral Agent or the successor Origination Agent, as applicable, in which case such successor Collateral Agent or such Origination Agent shall assume the rights, powers and duties of the Collateral Agent or the Origination Agent hereunder, as applicable. After the resignation of any Agent hereunder upon reasonable or customary terms. removal of any Agent pursuant to clause (db) Any entity into which above, the provisions of this Article 10 shall inure to the benefit of such former Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the and such former Agent shall not by reason of such resignation be a party, deemed to be released from liability for any actions taken or any entity to which substantially all the agency business of the Agent may be transferred, shall be the not taken by it while it was an Agent under this Agreement without further act.Agreement

Resignation of Agent; Appointment of Successor. (a) The Subject to the appointment of a successor Agent or any in the manner set forth below, and the acceptance of such appointment by such successor thereto Agent, Agent may resign at any time without cause as Agent by giving at least 30 calendar not less than thirty (30) days’ ' prior written notice to Lenders and Borrowers. If Agent shall resign under this Agreement, then, (i) subject to the Borrower consent of Borrowers (which consent shall not be unreasonably withheld and the Lenderswhich consent shall not be required during any period in which a Default or an Event of Default exists), such resignation to be effective only upon the acceptance of the agency by Majority Lenders shall appoint from among Lenders a successor agent for Lenders or (ii) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent. In addition's notice to Lenders and Borrowers of its resignation, the Majority Junior Lenders may at any time remove the then Agent with cause by an instrument in writing delivered to the Borrower, each other Lender and the Agent, such removal to be effective upon the acceptance of the agency by the successor Agent. In the case of the resignation or removal of the Agent, the Majority Junior Lenders may shall appoint a successor agent who shall serve as Agent by an instrument signed by the until such time as Majority Junior Lenders and, so long as no Event of Default shall have occurred and be continuing, in consultation with the Borrower. If a successor Agent shall not have been appointed within 30 days after such notice of resignation or removal, the Agent, the Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor Agent agent, subject to act until such time, if any, Borrowers' consent as a successor shall have been appointed as above provided. The successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed as above providedset forth above. (b) Any successor Agent, however appointed, shall execute and deliver to the Borrower and to the predecessor Agent an instrument accepting such appointment, and thereupon such successor Agent, without further act, shall become vested with all the estates, properties, rights, powers and duties of the predecessor Agent hereunder with like effect as if originally named the Agent herein; but nevertheless upon the written request of such successor Agent, the predecessor If Agent shall execute fail or refuse to act or refrain from acting upon and deliver an instrument transferring to such successor Agent all in accordance with instructions given in accordance with the estates, properties, rights and powers provisions of such predecessor Agentthis Agreement by Majority Term Loan Lenders, and such predecessor failure or refusal is not occasioned by the inability or unwillingness of such Majority Term Loan Lenders to provide Agent with satisfactory indemnification to which Agent is entitled pursuant to subsection 11.1, then Majority Term Loan Lenders may, upon notice in writing to Agent, remove Agent (which removal shall be effective as of the date specified such notice) and appoint from among the Term Loan Lenders a successor agent for Lenders. It is agreed and understood that Agent shall duly assignnot be required to resign its position except pursuant to the terms of this subsection 11.11(b). It is further agreed and understood that in connection with, transferand at the time of, deliver and pay over the removal of Agent pursuant to such successor Agent all moneys or other property then held by such predecessor Agent hereunder. (c) Any successor Agent, however appointed, shall be a bank or trust company organized and existing under the laws terms of the United States, Canada, Switzerland or a member state of the European Union having a combined capital and surplus of at least $150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Agent hereunder upon reasonable or customary terms. (d) Any entity into which the Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any entity to which substantially all the agency business of the Agent may be transferred, shall be the Agent under this Agreement without further act.subsection 11.11

Resignation of Agent; Appointment of Successor. (a) The Each of Agent, Canadian Agent or any successor thereto and U.K. Agent may resign at any time without cause as such by giving at least 30 calendar not less than thirty (30) days’ ' prior written notice to the Borrower and the Lendersnotice, such resignation to be effective only upon the acceptance of the agency by a successor Agent. In addition, the Majority Junior Lenders may at any time remove the Agent with cause by an instrument in writing delivered to the Borrower, each other Lender and the Agent, such removal to be effective upon the acceptance of the agency by the successor Agent. In the case of the resignation or removal of the Agent, to Lenders and Borrower, and in the Majority Junior Lenders may appoint case of Canadian Agent and U.K. Agent, to Lenders. If Agent, Canadian Agent or U.K. Agent shall resign under this Agreement, then, (i) subject to the consent of Borrowers (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a successor Agent by Default or an instrument signed by the Majority Junior Lenders and, so long as no Event of Default exists) in the case of Agent only, Majority Lenders shall have occurred appoint from among Lenders (located in the relevant jurisdiction) successor agents or agent, as applicable, for Lenders or (ii) if successor agents or agent, as applicable, shall not be so appointed and approved within the thirty (30) day period following such Agents' notice of such resignation, then Agent shall appoint successor agents or agent, as applicable, who shall serve as Agent until such time as Majority Lenders appoint successor agents or agent, as applicable, subject to Borrowers' consent, if applicable, as set forth above. Subject to the consent of Borrowers (which consent shall not be continuingunreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), in consultation with the Borrower. If case of Canadian Agent or U.K. Agent only, Agent shall appoint from among the Lenders or any Affiliate of Agent located in the relevant jurisdiction a successor Agent shall not have been appointed within 30 days after such notice of resignation agent or removal, the Agent, the Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor Agent to act until such time, if anyagents, as a applicable. Upon its appointment, such successor agents or agent shall have been appointed as above provided. The successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed as above provided. (b) Any successor Agent, however appointed, shall execute and deliver succeed to the Borrower and to the predecessor Agent an instrument accepting such appointment, and thereupon such successor Agent, without further act, shall become vested with all the estates, properties, rights, powers and duties of Agents and the predecessor Agent hereunder with like effect term "Agent", "Canadian Agent", "U.K. Agent" and "Agents", as if originally named applicable, shall mean each such successor effective upon its appointment, and the Agent herein; but nevertheless upon former Agents' rights, powers and duties as Agents shall, as applicable, be terminated without any other or further act or deed on the written request part of such successor Agentformer Agents or any of the parties to this Agreement. After the resignation of such Agents hereunder, the predecessor provisions of this SECTION 11 shall inure to the benefit of such former Agents and such former Agents shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while acting as Agents under this Agreement. Notwithstanding the foregoing, without the consent of the Lenders or the Borrowers, an Affiliate of Fleet Capital Canada Corporation or Fleet Capital Corporation may be appointed by Fleet Capital Canada Corporation to replace Fleet Capital Canada Corporation as Canadian Agent hereunder; PROVIDED, that such replacement Canadian Agent shall execute and deliver an instrument transferring provide prior notice to such successor Agent all the estates, properties, rights and powers Borrowers of such predecessor Agent, and such predecessor Agent shall duly assign, transfer, deliver and pay over to such successor Agent all moneys or other property then held by such predecessor Agent hereunderreplacement. (c) Any successor Agent, however appointed, shall be a bank or trust company organized and existing under the laws of the United States, Canada, Switzerland or a member state of the European Union having a combined capital and surplus of at least $150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Agent hereunder upon reasonable or customary terms. (d) Any entity into which the Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any entity to which substantially all the agency business of the Agent may be transferred, shall be the Agent under this Agreement without further act.

Resignation of Agent; Appointment of Successor. (a) The Each Agent may resign as Administrative Agent or any successor thereto may resign at any time without cause Collateral Agent by giving at least 30 calendar not less than thirty (30) days’ prior written notice to the Borrower Lxxxxxx and the LendersLoan Parties. If Administrative Agent shall resign under this Agreement, such resignation then, (i) subject to be effective only upon the acceptance consent of the agency by Loan Parties (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), Majority Lenders shall appoint from among Lxxxxxx a successor Administrative Agent for Lenders or (ii) if a successor Administrative Agent shall not be so appointed and approved within the thirty (30) day period following Administrative Agent. In addition, the Majority Junior Lenders may at any time remove the Agent with cause by an instrument in writing delivered ’s notice to the Borrower, each other Lender Lxxxxxx and the AgentLoan Parties of its resignation, such removal to be effective upon the acceptance of the agency by the successor Agent. In the case of the resignation or removal of the Agent, the Majority Junior Lenders may then Administrative Agent shall appoint a successor agent who shall serve as Administrative Agent by an instrument signed by the until such time as Majority Junior Lenders and, so long as no Event of Default shall have occurred and be continuing, in consultation with the Borrower. If a successor Agent shall not have been appointed within 30 days after such notice of resignation or removal, the Agent, the Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor Agent to act until such timeagent, if any, as a successor shall have been appointed as above provided. The successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed as above provided. (b) Any successor Agent, however appointed, shall execute and deliver subject to the Borrower and Loan Parties’ consent as set forth above. Upon its appointment, such successor agent shall succeed to the predecessor Agent an instrument accepting such appointment, and thereupon such successor Agent, without further act, shall become vested with all the estates, properties, rights, powers and duties of Administrative Agent and the predecessor Agent hereunder with like effect as if originally named the Agent herein; but nevertheless upon the written request of term “Administrative Agent” shall mean such successor Agent, the predecessor Agent shall execute and deliver an instrument transferring to such successor Agent all the estates, properties, rights and powers of such predecessor Agenteffective upon its appointment, and such predecessor Agent shall duly assignthe former Administrative Agent’s rights, transfer, deliver powers and pay over to such successor Agent all moneys or other property then held by such predecessor Agent hereunder. (c) Any successor Agent, however appointed, shall be a bank or trust company organized and existing under the laws of the United States, Canada, Switzerland or a member state of the European Union having a combined capital and surplus of at least $150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Agent hereunder upon reasonable or customary terms. (d) Any entity into which the Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the as Administrative Agent shall be a party, terminated without any other or further act or deed on the part of such former Administrative Agent or any entity to which substantially all the agency business of the parties to this Agreement. If Collateral Agent may shall resign under this Agreement, then Administrative Agent shall assume the rights, powers and duties of Collateral Agent hereunder; provided, that, Administrative Agent may, in its discretion, appoint another Lxxxxx as the successor Collateral Agent, in which case such successor Collateral Agent shall assume the rights, powers and duties of Collateral Agent hereunder. After the resignation of any Agent hereunder, the provisions of this Section 12 shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be transferred, shall deemed to be the released from liability for any actions taken or not taken by it while it was an Agent under this Agreement without further actAgreement.