Successor Administrative Agent and Successor Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, whether or not a successor Administrative Agent and/or a successor Cxxxxxxxxx Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent nor successor Cxxxxxxxxx Agent, as applicable, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s and/or Collateral Agent’s, as applicable, giving of notice of resignation, then the retiring Administrative Agent and/or Collateral Agent, as applicable, may, on behalf of the Lenders, appoint a successor Administrative Agent and/or Collateral Agent, as applicable, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, such successor Administrative Agent or Collateral Agent, as applicable, shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s and/or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the retiring Administrative Agent or Collateral Agent, as applicable shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent and/or to the successor Collateral Agent its rights as Collateral Agent, in each case, under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent or Collateral Agent, as applicable, shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its intent to resign, the retiring Administrative Agent or Collateral Agent, as applicable, may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided, that solely for purposes of maintaining any security interest granted to the Collateral Agent under any Security Document for the benefit of the Secured Parties, the retiring Collateral Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Collateral Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent; provided, that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent or the Collateral Agent for the account of any person other than the Administrative Agent or the Collateral Agent shall be made directly to such person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s or the Collateral Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.05, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, as applicable, 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 Administrative Agent was acting as Administrative Agent or the retiring Collateral Agent was acting as Collateral Agent, as applicable, and in respect of the matters referred to in the proviso under clause (i) above.
Appears in 2 contracts
Samples: Credit Agreement (Westrock Coffee Co), Incremental Assumption Agreement and Amendment No. 1 (Westrock Coffee Co)
Successor Administrative Agent and Successor Collateral Agent. (a) Each Effective as of the Restatement Effective Date or such later date as the Existing Agent, the Borrower and the Successor Agent shall agree, following notice thereof to the Required Lenders, (i) the Existing Agent hereby resigns as the Administrative Agent and Collateral Agent as provided under Section 8.9 (Successor Agents) of the Existing Credit Agreement and shall have no further obligations under the Loan Documents in such capacities; (ii) the Existing Agent hereby relinquishes its rights to receive any further agency fees for acting as Administrative Agent under the Loan Documents; (iii) the Required Lenders hereby appoint Barclays Bank PLC as successor Administrative Agent and Collateral Agent under the Restated Credit Agreement and the other Loan Documents; (iv) the Borrower and Required Lenders hereby waive any notice requirement provided for under the Loan Documents in respect of such resignation or
(v) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (vi) Barclays Bank PLC hereby accepts its appointment as Successor Agent; (vii) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it served as Administrative Agent and Collateral Agent under the Existing Credit Agreement and the other Loan Documents and (viii) each of the Existing Agent and each Loan Party authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, and other filings in respect of the Collateral as the Successor Agent deems reasonably necessary or desirable to evidence the Successor Agent’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this sub-clause (viii).
(b) The parties hereto hereby confirm that the Successor Agent succeeds to the rights and obligations of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to under the Lenders Existing Credit Agreement and the Borrower, whether or not a successor Administrative Agent and/or a successor Cxxxxxxxxx Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent nor successor Cxxxxxxxxx Agent, as applicable, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s and/or Collateral Agent’s, as applicable, giving becomes vested with all of notice of resignation, then the retiring Administrative Agent and/or Collateral Agent, as applicable, may, on behalf of the Lenders, appoint a successor Administrative Agent and/or Collateral Agent, as applicable, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, such successor Administrative Agent or Collateral Agent, as applicable, shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent or as and Collateral Agent by a successor Collateral Agentunder each of the Loan Documents, and the retiring Administrative Existing Agent or Collateral Agent, as applicable, shall be is discharged from all of its duties and obligations as Administrative Agent and Collateral Agent under this the Existing Credit Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s and/or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the retiring Administrative Agent or Collateral Agent, as applicable shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent and/or to the successor Collateral Agent its rights as Collateral Agent, in each case, under as of the Loan DocumentsRestatement Effective Date or such later date as the Existing Agent, the Borrower and the Successor Agent shall agree, following notice thereof to the Required Lenders.
(bc) Notwithstanding paragraph (a) The parties hereto hereby confirm that, as of this Section, in the event no successor Administrative Agent Restatement Effective Date or Collateral such later date as the Existing Agent, as applicablethe Borrower and the Successor Agent shall agree, shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable, gives following notice of its intent to resign, the retiring Administrative Agent or Collateral Agent, as applicable, may give notice of the effectiveness of its resignation thereof to the Lenders and the BorrowerRequired Lenders, whereupon, on the date all of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided, that solely for purposes of maintaining any security interest granted to the Collateral Agent under any Security Document for the benefit of the Secured Parties, the retiring Collateral Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Collateral Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent; provided, that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent or the Collateral Agent for the account of any person other than the Administrative Agent or the Collateral Agent shall be made directly to such person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s or the Collateral Agent’s resignation from its capacity as such, the provisions of this Article the Restated Credit Agreement, including, without limitation, Section 8 (The Agents; The Arrangers), Section 9.5 (Payment of Expenses) and Section 9.05Section 8.7 (Indemnification) to the extent they pertain to the Existing Agent, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent or Collateral the Existing Agent, as applicable, 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 Administrative Existing Agent was acting as Administrative Agent or the retiring and Collateral Agent was acting and inure to the benefit of the Existing Agent.
(d) Effective as Collateral of the Restatement Effective Date or such later date as the Existing Agent, the Borrower and the Successor Agent shall agree, following notice thereof to the Required Lenders, the Existing Agent hereby assigns to the Successor Agent each of the Liens and security interests granted to the Existing Agent under the Loan Documents and the Successor Agent hereby assumes all such Liens, for its benefit and for the benefit of the Secured Parties.
(e) The Existing Agent shall deliver all possessory collateral (or, to the extent the Existing Agent is unable to deliver such possessory collateral after using reasonable best efforts, loss certificates in replacement thereof) held by the Existing Agent for the benefit of the Lenders to the Successor Agent. On and after the Restatement Effective Date or such later date as applicablethe Existing Agent, the Borrower and the Successor Agent shall agree, following notice thereof to the Required Lenders, all possessory collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary, each Loan Party agrees that all of such Liens granted by any Loan Party, shall in all respects be continuing and in respect effect and are hereby ratified and reaffirmed by each Loan Party. Without limiting the generality of the matters referred foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the liens and security interests in the proviso Collateral assigned hereby and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 8 (The Agents; The Arrangers), including, without limitation, Section 8.7 (Indemnification), while serving in such capacity). The Successor Agent agrees to take possession of any possessory collateral delivered to the Successor Agent following the Restatement Effective Date or such later date as the Existing Agent, the Borrower and the Successor Agent shall agree, following notice thereof to the Required Lenders, upon tender thereof by the Existing Agent.
(f) Effective as of the Restatement Effective Date or such later date as the Existing Agent, the Borrower and the Successor Agent shall agree, following notice thereof to the Required Lenders, the address of the “Administrative Agent” for the purposes of Section 9.2 (Notices) shall be as follows: Notices (other than Requests for Extensions of Credit): Barclays Bank PLC Bank Debt Management Group 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxxxxx Xxx Tel: + 0 000 000 0000 Facsimile: 000-000-0000 Email: Xxxxxxxxxxx.x.xxx@xxxxxxxx.xxx For Payments and Requests for Extensions of Credit: Barclays Bank PLC Loan Operations 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Agency Services – B&G Foods; Contact Name Xxxxxxx Xxxxxxx Tel: +0 000-000 - 6136 Facsimile: 000-000-0000 Email: xxxxxxxxxxxx0@xxxxxxxx.xxx
(g) Effective as of the Restatement Effective Date or such later date as the Existing Agent, the Borrower and the Successor Agent shall agree, following notice thereof to the Required Lenders, the Borrower hereby agrees that any payment required to be made to the Successor Agent (whether for its own account or for the account of the Lenders) under clause the Existing Credit Agreement, including, without limitation, Section 2.16 (iPro Rata Treatment and Payments) shall be made to the address set forth in paragraph (f) above.
Appears in 1 contract
Samples: Credit Agreement (B&G Foods, Inc.)
Successor Administrative Agent and Successor Collateral Agent. (a) Each of the The Administrative Agent and the Collateral Agent may resign as Administrative Agent or as Collateral Agent, as the case may be, at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, whether or not a successor Administrative Agent and/or a successor Cxxxxxxxxx Agent has been appointedCompany. Upon any such resignation, the Required Majority Lenders shall have the right right, upon five days' notice to the Company, to appoint a successor Administrative Agent or Collateral Agent, as the case may be, reasonably acceptable to the Company. If no successor Administrative Agent nor successor Cxxxxxxxxx or Collateral Agent, as applicablethe case may be, shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within thirty (30) 30 days after the retiring Administrative Agent’s and/or 's or Collateral Agent’s, as applicable, 's giving of notice of resignation, then then, upon five days' notice to the Company and the Lenders, the retiring Administrative Agent and/or or Collateral Agent, as applicablethe case may be, may, on behalf of the Lenders, appoint a successor Administrative Agent and/or or Collateral Agent, as applicable, which shall be a bank with which maintains an office in New Yorkthe United States, New York or an a commercial bank organized under the laws of the United States of America or of any State thereof, or any Affiliate of any such a bank, having a combined capital and surplus of at least $100,000,000. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Provided no Default has occurred and is continuing), the Company shall have the right to consent to any appointment of a successor Administrative Agent or Collateral Agent under this Section 10.9, which consent shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent hereunder by a successor Administrative Administra tive Agent or as Collateral Agent by a successor Collateral Agent, as the case may be, such successor Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to, to and become vested with, with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, and the retiring Administrative Agent or Collateral Agent, as applicable, Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Related Documents. Prior to any After the retiring Administrative Agent’s and/or 's or Collateral Agent’s 's resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the retiring Administrative Agent or Collateral Agent, as applicable shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent and/or to the successor Collateral Agent its rights as Collateral Agent, in each case, under the Loan Documents.
(b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent or Collateral Agent, as applicable, shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its intent to resign, the retiring Administrative Agent or Collateral Agent, as applicable, may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided, that solely for purposes of maintaining any security interest granted to the Collateral Agent under any Security Document for the benefit of the Secured Parties, the retiring Collateral Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Collateral Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent; provided, that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent or the Collateral Agent for the account of any person other than the Administrative Agent or the Collateral Agent shall be made directly to such person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s or the Collateral Agent’s resignation from its capacity as suchmay be, the provisions of this Article and Section 9.05, Section 10 shall inure to its benefit as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, as applicable, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent or the retiring Collateral Agent was acting as Collateral Agent, as applicable, and in respect of under this Agreement or the matters referred to in the proviso under clause (i) aboveRelated Documents.
Appears in 1 contract
Samples: Senior Credit Agreement (Penncorp Financial Group Inc /De/)
Successor Administrative Agent and Successor Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, whether or not a successor Administrative Agent and/or a successor Cxxxxxxxxx Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent nor successor Cxxxxxxxxx Agent, as applicable, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s and/or Collateral Agent’s, as applicable, giving of notice of resignation, then the retiring Administrative Agent and/or Collateral Agent, as applicable, may, on behalf of the Lenders, appoint a successor Administrative Agent and/or Collateral Agent, as applicable, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, such successor Administrative Agent or Collateral Agent, as applicable, shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s and/or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the retiring Administrative Agent or Collateral Agent, as applicable shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent and/or to the successor Collateral Agent its rights as Collateral Agent, in each case, under the Loan Documents.
(b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent or Collateral Agent, as applicable, shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its intent to resign, the retiring Administrative Agent or Collateral Agent, as applicable, may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided, that solely for purposes of maintaining any security interest granted to the Collateral Agent under any Security Document for the benefit of the Secured Parties, the retiring Collateral Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Collateral Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent; provided, that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent or the Collateral Agent for the account of any person other than the Administrative Agent or the Collateral Agent shall be made directly to such person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s or the Collateral Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.05, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, as applicable, 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 Administrative Agent was acting as Administrative Agent or the retiring Collateral Agent was acting as Collateral Agent, as applicable, and in respect of the matters referred to in the proviso under clause (i) above.
Appears in 1 contract
