Replacement Agent. 27.6 If the agent referred to in clauses 27.3 (Appointment of agent for service) (or any replacement agent appointed pursuant to this clause) at any time ceases for any reason (including its dissolution) to act as a Party’s agent for service, that Party shall promptly and irrevocably appoint another person with an address in England and Wales to be that Party’s agent for service on the terms of this clause and promptly notify the other Parties (in writing) of the replacement’s name and address.
Replacement Agent. The Registrar or any Transfer Agent (in such capacity a “Replacement Agent”) shall, upon and in accordance with the instructions (which instructions may, without limitation, include terms as to the payment of expenses and as to evidence, security and indemnity) of the Issuer but not otherwise, authenticate and deliver a Global Note or Definitive Note Certificate, as the case may be, as a replacement for any of the same which has been mutilated or defaced or which has or has been alleged to have been destroyed, stolen or lost provided that no Global Note or Definitive Note Certificate, as the case may be, shall be delivered as a replacement for any of the same which has been mutilated or defaced otherwise than against surrender of the same and shall not issue any replacement Global Note or Definitive Note Certificate until the applicant has furnished the Replacement Agent with such evidence and indemnity as the Issuer and/or the Replacement Agent may reasonably require and has paid such costs and expenses as may be incurred in connection with such replacement.
Replacement Agent. Notwithstanding the resignation or replacement of any collateral agent or administrative agent, including the DIP Agent, the DIP Liens on the DIP Collateral shall remain continuously and properly perfected, notwithstanding the transfer of control, possession, or title of any Prepetition ABL Collateral or DIP Collateral to a new collateral or administrative agent.
Replacement Agent. Upon the occurrence of the Facility Termination Date and the sale of the Note to a Person other than the Placement Agent, CSFB or any Lender, the Custodian shall automatically become the Agent hereunder.
Replacement Agent. Upon the occurrence of the Facility Termination Date and the sale of the Note to a Person other than DLJ or any Lender, the Collateral Agent shall automatically become the Agent hereunder.
Replacement Agent. 75 ARTICLE XVII ASSIGNMENTS. . . . . . . . . . . . . . . . . . . . . . . . 75 SECTION 17.1 Restrictions on Assignments. . . . . . . . . . . . . . . . 75 SECTION 17.2 Documentation. . . . . . . . . . . . . . . . . . . . . . . 75 SECTION 17.3 Rights of Assignee . . . . . . . . . . . . . . . . . . . . 76 SECTION 17.4
Replacement Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. The Borrower and the Lender Majority for cause may remove the Agent at any time. Upon any such resignation or removal, the Lender Majority will have the right and obligation to appoint a replacement with the consent of the Borrower (such consent not to be unreasonably withheld). If no replacement is appointed or if the replacement does not accept the appointment within 30 days after the retiring Agent's notice of resignation, the retiring or removed Agent may appoint a replacement without the consent of the Lenders or the Borrower. The replacement agent will be a bank, or any affiliate of such bank, having a combined capital and surplus of at least $100 million and which is in substantial compliance with capital adequacy ratios as established by such replacement's regulators. Upon the acceptance of any appointment by a replacement agent, the replacement agent will succeed to all the rights, powers, privileges, and duties of the retiring/removed agent, and the retiring/removed Agent will be discharged from its duties and obligations as the Agent under the Loan Documents. After resignation/removal, the provisions of this article will inure to the benefit of the replaced Agent as to any actions taken or omitted to be taken by it while it was the Agent.
Replacement Agent. If the agent referred to in sub-clause 18.1 (or any replacement agent appointed pursuant to this sub-clause) at any time ceases for any reason (including its dissolution) to act as the German Purchaser’s and/or the Guarantor’s agent for service, the German Purchaser and/or the Guarantor shall as soon as reasonably practicable and irrevocably appoint another person with an address for service in England and Wales to be its/their agent for service on the terms of this clause and promptly notify the Seller and EIL of the replacement’s name and address (in writing). Failing such appointment and notification, Service Documents may be sufficiently and effectively served by service on the last known address in England and Wales of the last known process agent(s) for the German Purchaser and the Guarantor notified to the Seller or EIL, even if that process agent is no longer found there or has ceased to act.
Replacement Agent. In the event that the Agent is unwilling or unable to act, the holders of a majority of principal amount of the 12% Notes shall elect a replacement agent and, upon such election, such replacement agent shall have the same powers and authorities as granted to the Agent in this Section .
Replacement Agent. Subject to the appointment and acceptance of a successor Agent or Collateral Agent as provided in this paragraph, either of the Agents may resign at any time by notifying the other agent, the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld); provided that, no such consent shall be required at any time when an Event of Default has occurred and is continuing, to appoint a successor Agent or Collateral Agent, as applicable. If no successor 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, appoint a successor Agent or Collateral Agent, as applicable, which shall be one of the Lenders. Upon the acceptance by a successor of its appointment as Agent or Collateral Agent, as applicable, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Collateral Agent, as applicable, and the retiring Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the Agent's or the Collateral Agent's resignation hereunder, the provisions of this Section 11 shall continue in effect for the benefit of such retiring Agent or Collateral Agent, as applicable, and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent or Collateral Agent, as applicable.
