Common use of Resignation; Successor Agents Clause in Contracts

Resignation; Successor Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section, any Agent may resign at any time (and, upon the request of the Required Lenders, JPMorgan Chase Bank will so resign) by notifying the Lenders, the LC Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Agent shall have been so appointed by the Required 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 and the LC Issuing Bank, appoint a successor Agent which shall be a bank or financial institution with an office in New York, New York, or an Affiliate of any such bank or financial institution. Upon acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Agent. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring 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 retiring Agent was acting as an Agent hereunder.

Resignation; Successor Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section, any Agent may resign at any time (and, upon the request of the Required Lenders, JPMorgan Chase Bank any Agent will so resign) by notifying the Lenders, the LC Issuing Bank Lenders and the Borrowereach Borrowers’ Agent. Upon any such resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successor AgentAgent (which may be a Lender or, with the consent of the Borrowers, a commercial bank that is not a Lender); provided that consultation with the Borrower Company shall not be required if an Event of Default shall have occurred and be continuing. If no successor Agent shall have been so appointed by the Required 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 and the LC Issuing BankLenders, appoint a successor Agent which shall be a bank or financial institution institution, or an affiliate of any such bank or financial institution, with an office in New York, New YorkYork (or, or an Affiliate in the case of any such bank or financial institutionthe Canadian Administrative Agent, Toronto, Ontario, Canada). Upon acceptance of its appointment as an Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed by the such Borrower and such successor Agent. After any retiring Agent’s resignation hereunder as an Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent hereunder.

Resignation; Successor Agents. Subject to the appointment and acceptance of a successor Administrative Agent or Canadian Agent as provided in this Sectionbelow, any each<Each> Agent may resign at any time (and, upon by giving at least 30 days’ written notice thereof to the request of the Required Lenders, JPMorgan Chase Bank will so resign) by notifying the Lenders, the LC Issuing Bank Applicable Lenders and the BorrowerBorrowers. Upon any receipt of such resignationnotice, the Required Lenders shall have the rightright to appoint a successor Administrative Agent or Canadian Agent, as the case may be, which shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent or Canadian Agent, then Administrative Agent or Canadian Agent may appoint a successor agent that is a financial institution reasonably acceptable to it, which shall be a Lender unless no Lender accepts the role< or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of such Agent hereunder>. Upon acceptance by a successor Administrative Agent or Canadian Agent of its appointment hereunder, such successor Administrative Agent or Canadian Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent or Canadian Agent without further act, and the retiring Administrative Agent or Canadian Agent shall be discharged from its duties and obligations hereunder but shall continue to have< all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including> the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Administrative Agent or Canadian Agent. Any successor to Bank of America or Bank of America-Canada Branch by merger, amalgamation or acquisition of stock or this loan shall continue to be Administrative Agent or Canadian Agent, as the case may be, hereunder without further act on the part of any Secured Party or Obligor. If the Person serving as Administrative Agent or Canadian 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 Agent and such Person remove such Person as Administrative Agent or Canadian Agent, as applicable, and, in consultation with the BorrowerBorrower Agent, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuingsuccessor. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the LC Issuing Bank, appoint a successor Agent which (or such earlier day as shall be a bank or financial institution with an office in New York, New York, or an Affiliate of any such bank or financial institution. Upon acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and Required Lenders) (the “Removal Effective Date”), then such successor Agent. After any retiring Agent’s resignation hereunder as Agent, removal shall nonetheless become effective in accordance with such notice on the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring 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 retiring Agent was acting as an Agent hereunderRemoval Effective Date.

Resignation; Successor Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section, any either Agent may resign at any time (and, upon the request of the Required Lenders, JPMorgan Chase Bank will so resign) by notifying the Lenders, the LC Issuing Bank Lenders and the Borrower. The Administrative Agent or the Collateral Agent may be removed as the Administrative Agent or the Collateral Agent in the case of its gross negligence or willful misconduct upon not less than 20 Business Days’ notice to, as the case may be, the Administrative Agent or the Collateral Agent and the Borrower from the Required Lenders. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Agent shall have been so appointed by the Required 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 and the LC Issuing BankLenders, appoint a successor Agent which shall be a bank or financial institution with an office in New York, New Yorkinstitution, or an Affiliate of any such bank or financial institution. Upon acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Agent. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring 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 retiring Agent was acting as an Agent hereunder.

Resignation; Successor Agents. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this SectionSection 10.6, any either Agent may resign at any time (and, upon the request of the Required Lenders, JPMorgan Chase Bank will so resign) by notifying the Lenders, the LC Issuing Bank Lenders and the Borrower. Upon resignation of Bank of America as Collateral Agent, the Person then serving as Administrative Agent shall become the Collateral Agent. Upon any such resignationresignation of the Administrative Agent, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuingsuccessor. If no successor 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 notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the LC Issuing BankLenders, appoint a successor Agent which shall be a bank or financial institution with an office in New York, New York, or an Affiliate of any such bank or financial institutionAdministrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Agentsuccessor, such successor Agent shall 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 hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by between the Borrower and such successor Agentsuccessor. After any retiring an Agent’s 's resignation hereunder as Agenthereunder, the provisions of this Article and Section 9.03 11.1 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted permitted to be taken by any of them while the retiring Agent it was acting as an Agent hereunderAgent.

Resignation; Successor Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section, any Agent may resign at any time (and, upon the request of the Required Lenders, JPMorgan Chase Bank will so resign) by notifying the Lenders, the LC Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Agent shall have been so appointed by the Required 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 and the LC Issuing Bank, appoint a successor Agent which shall be a bank or financial institution with an office in New York, New York, or an Affiliate of any such bank or financial institution. Upon acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Agent. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring 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 retiring Agent was acting as an Agent hereunder.