Common use of Successor to the Administrative Agent Clause in Contracts

Successor to the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Company. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. So long as no Event of Default shall have occurred and be continuing, any successor agent appointed under this Section shall be subject to the approval of the Company (such approval not to be unreasonably withheld). Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” as used herein and in the other Loan Documents shall mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 12 shall inure to its benefit as to any actions taken or omitted by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days after the date of a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nonetheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any Collateral held by the existing Administrative Agent on behalf of the Secured Parties under the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed). In addition to the foregoing, the Required Lenders may remove the Administrative Agent if the Administrative Agent shall become the subject of a bankruptcy or insolvency proceeding, and the Required Lenders may appoint a successor agent as provided for above (which successor agent shall be subject to the approval of the Company as set forth above).

Successor to the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the CompanyBorrower. If the Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among the Lenders a successor agent for the Lenderssuccessor. If no such successor agent is shall have been so appointed prior to by the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Required Lenders and the Company, a successor agent from among the Lenders. So long as no Event of Default shall have occurred and be continuing, any successor agent appointed under this Section shall be subject to the approval of the Company (accepted such approval not to be unreasonably withheld). Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” as used herein and in the other Loan Documents shall mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 12 shall inure to its benefit as to any actions taken or omitted by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is within thirty (30) days after the date of a retiring Administrative Agent’s Agent gives notice of resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above and be an Eligible Assignee. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (a) If the Person serving as the Administrative 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 and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (b) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent’s resignation shall nonetheless thereupon become effective ) and (ii) except for any indemnity payments owed to the Lenders shall perform retiring or removed Administrative Agent, all of the duties of payments, communications and determinations provided to be made by, to or through the Administrative Agent hereunder shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (except that other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in the case of any Collateral held this Section). The fees payable by the existing Borrower to a successor Administrative Agent on behalf of shall be the Secured Parties same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of Sections 10 and Sections 13.2, 13.8, 13.10, 13.10, 13.11, and 13.12 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be 69 ACTIVEUS 188979588v.10 taken by any of them while the retiring or removed Administrative Agent shall continue to hold such Collateral until such time was acting as a successor Administrative Agent is appointed). In addition to the foregoing, the Required Lenders may remove the Administrative Agent if the Administrative Agent shall become the subject of a bankruptcy or insolvency proceeding, and the Required Lenders may appoint a successor agent as provided for above (which successor agent shall be subject to the approval of the Company as set forth above)Agent.