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

Resignation of Agent; Appointment of Successor. Each of Agent, Canadian Agent and U.K. Agent may resign as such by giving not less than thirty (30) days' prior written notice, in the case of Agent, to Lenders and Borrower, and in the 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 Default or an Event of Default exists) 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 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 unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), in the 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 or agents, as applicable. Upon its appointment, such successor agents or agent shall succeed to the rights, powers and duties of Agents and the term "Agent", "Canadian Agent", "U.K. Agent" and "Agents", as applicable, shall mean each such successor effective upon its appointment, and the former Agents' rights, powers and duties as Agents shall, as applicable, be terminated without any other or further act or deed on the part of such former Agents or any of the parties to this Agreement. After the resignation of such Agents hereunder, the 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 provide prior notice to Borrowers of such replacement.

Resignation of Agent; Appointment of Successor. Each of Agent, Canadian Agent and U.K. Agent may resign as such by giving not less than thirty (30) days' prior written notice, in the case of Agent, to Lenders and Borrower, and in the 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 Default or an Event of Default exists) 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 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 unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), in the 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 or agents, as applicable. Upon its appointment, such successor agents or agent shall succeed to the rights, powers and duties of Agents and the term "Agent", "Canadian Agent", "U.K. Agent" and "Agents", as applicable, shall mean each such successor effective upon its appointment, and the former Agents' rights, powers and duties as Agents shall, as applicable, be terminated without any other or further act or deed on the part of such former Agents or any of the parties to this Agreement. After the resignation of such Agents hereunder, the provisions of this SECTION 11 Section 10 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; PROVIDEDprovided, that such replacement Canadian Agent shall provide prior notice to Borrowers of such replacement.

Resignation of Agent; Appointment of Successor. (a) Each of Agent, Canadian Agent and U.K. Agent may resign as such Administrative Agent, Collateral Agent or Origination Agent by giving not less than thirty (30) days' ’ prior written notice, in notice to the case of Agent, to Lenders and Borrower, and in the case of Canadian Agent and U.K. Agent, to LendersLoan Parties. If Agent, Canadian Agent or U.K. the Administrative Agent shall resign under this AgreementAgreement or if the Administrative Agent is removed pursuant to clause (b) below, 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 Default or an Event of Default exists) 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 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 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), in the case of Canadian Agent or U.K. Agent only, Agent Required Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders or any Affiliate (ii) if a successor Administrative Agent shall not be so appointed and approved within the thirty (30) day period following the Administrative Agent’s notice to the Lenders and the Loan Parties of its resignation, then the Administrative Agent located in the relevant jurisdiction shall appoint a successor agent who shall serve as the Administrative Agent until such time as the Required Lenders appoint a successor agent, subject to the Loan Parties’ consent as set forth above. (b) At any time when the Person acting as the Administrative Agent, Collateral Agent or agentsOrigination Agent is also a Defaulting Lender, 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 Administrative Agent, Collateral Agent or Origination Agent, as applicable, unless such Person ceases to be a Defaulting Lender on or prior to the expiration of such thirty (30) day period. Upon its appointment, such successor agents or agent shall succeed to the rights, powers and duties of Agents the Administrative Agent and the term "“Administrative Agent", "Canadian Agent", "U.K. Agent" and "Agents", as applicable, ” shall mean each such successor effective upon its appointment, and the former Agents' Administrative Agent’s rights, powers and duties as Agents shall, as applicable, the Administrative Agent shall be terminated without any other or further act or deed on the part of such former Agents Administrative Agent or any of the 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 resign under this Agreement or be removed pursuant to clause (b) above, then the Administrative Agent shall assume the rights, powers and 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 such Agents hereunderany Agent hereunder or removal of any Agent pursuant to clause (b) above, the provisions of this SECTION 11 Article 10 shall inure to the benefit of such former Agents Agent and such former Agents Agent 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 it was an Agent 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 provide prior notice to Borrowers of such replacement.

Resignation of Agent; Appointment of Successor. Each of Agent, Canadian Agent and U.K. Any Agent may resign as such by giving not less than thirty (30) days' ’ prior written notice, in the case of Agent, to Lenders Lenders, Issuing Bank and BorrowerBorrower Representative, and in the case of Canadian Agent, U.K. Agent and U.K. any Collateral Agent, to LendersLenders and Borrower Representative. If Agent, Canadian Agent or U.K. any Agent shall resign under this Agreement, then, (i) subject to the consent of Borrowers Borrower (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 existshas 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 (30) thirty-day period following such Agents' 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 Borrowers' Borrower Representative’s consent, if applicable, as set forth above. Subject to the consent of Borrowers 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 existshas occurred and is continuing), in the case of Canadian Agent, U.K. Agent or U.K. any Collateral Agent only, Agent shall appoint from among the Lenders or any Affiliate of Agent located in the relevant jurisdiction a successor agent or agents, as applicable. Upon its appointment, such successor agents or agent shall succeed to the rights, powers and duties of Agents the applicable Agent and the term "“Agent"”, "“Canadian Agent"”, "“U.K. Agent" ”, “U.S. Collateral Agent”, “Canadian Collateral Agent”, “U.K. Collateral Agent” and "“Agents"”, as applicable, shall mean each such successor effective upon its appointment, and the former Agents' applicable Agent’s rights, powers and duties as Agents applicable Agent shall, as applicable, be terminated without any other or further act or deed on the part of such former Agents Agent or any of the parties to this Agreement. After the resignation of any such Agents Agent hereunder, the provisions of this SECTION 11 Section 11.11 shall inure to the benefit of such former Agents Agent and such former Agents Agent 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 Agent under this Agreement. Notwithstanding the foregoing, without the consent of the Lenders or the Borrowers, an any Affiliate of Fleet Capital Canada Corporation or Fleet Capital Corporation may be appointed (i) by Fleet Capital Canada Corporation to replace Fleet Capital as Collateral Agent hereunder, (ii) by Fleet Canada Corporation 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; PROVIDEDprovided that, 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. Each of Agent, Canadian Agent and U.K. Agent may resign as such by giving not less than thirty (30) days' ’ prior written notice, in the case of Agent, to Lenders and Borrower, and in the 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 Default or an Event of Default exists) 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 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 unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), in the 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 or agents, as applicable. Upon its appointment, such successor agents or agent shall succeed to the rights, powers and duties of Agents and the term "“Agent"”, "“Canadian Agent"”, "“U.K. Agent" ” and "“Agents"”, as applicable, shall mean each such successor effective upon its appointment, and the former Agents' ’ rights, powers and duties as Agents shall, as applicable, be terminated without any other or further act or deed on the part of such former Agents or any of the parties to this Agreement. After the resignation of such Agents hereunder, the provisions of this SECTION 11 Section 10 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 provide prior notice to Borrowers of such replacement.

Resignation of Agent; Appointment of Successor. Each of Agent, Canadian Agent and U.K. Agent may resign as such Administrative Agent or Collateral Agent by giving not less than thirty (30) days' ’ prior written notice, in notice to Lxxxxxx and the case of Agent, to Lenders and Borrower, and in the case of Canadian Agent and U.K. Agent, to LendersLoan Parties. If Agent, Canadian Agent or U.K. Administrative 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 Default or an Event of Default exists) 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 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 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), in the case of Canadian Agent or U.K. Agent only, Agent Majority Lenders shall appoint from among the Lxxxxxx a successor Administrative Agent for Lenders or any Affiliate (ii) if a successor Administrative Agent shall not be so appointed and approved within the thirty (30) day period following Administrative Agent’s notice to Lxxxxxx and the Loan Parties of its resignation, then Administrative Agent located in the relevant jurisdiction shall appoint a successor agent or agentswho shall serve as Administrative Agent until such time as Majority Lenders appoint a successor agent, subject to the Loan Parties’ consent as applicableset forth above. Upon its appointment, such successor agents or agent shall succeed to the rights, powers and duties of Agents Administrative Agent and the term "“Administrative Agent", "Canadian Agent", "U.K. Agent" and "Agents", as applicable, ” shall mean each such successor effective upon its appointment, and the former Agents' Administrative Agent’s rights, powers and duties as Agents shall, as applicable, Administrative Agent shall be terminated without any other or further act or deed on the part of such former Agents Administrative Agent or any of the parties to this Agreement. If Collateral Agent 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 such Agents any Agent hereunder, the provisions of this SECTION 11 Section 12 shall inure to the benefit of such former Agents Agent and such former Agents Agent 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 it was an Agent 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 provide prior notice to Borrowers of such replacement.