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

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' notice to the Banks and, unless a Default of the type referred to in Section 9.05 has occurred and is continuing, to the Borrower. Upon the resignation of the Agent, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the resignation of the Agent hereunder, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' at any time by giving thirty (30) days advance notice thereof to the Banks Lenders and the Company and, unless a Default thereafter, the retiring Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the type referred to in Section 9.05 Company (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Borrower. Upon Required Lenders, been approved (so long as no Event of Default has occurred and is continuing) by the resignation Company or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation, then the Agent may, on behalf of the AgentLenders, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, reasonably acceptable to the extent that Company (so long as no payment Default or Event of Default has occurred and is then continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayed), whereupon such successor agent Agent shall thereupon succeed to the and become vested with all rights, powers powers, privileges and duties of the retiring Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the any retiring Agent’s resignation of the Agent hereunderhereunder as Agent, the provisions of this Section 11 11.09 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent under this Agreementby the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Resignation of the Agent; Successor Agent. The Agent (a) Subject to the appointment and acceptance of a successor as provided below, Wachovia may ----------------------------------------- resign as the Agent upon 20 days' at any time by giving notice thereof to the Banks and, unless a Default of the type referred to in Section 9.05 has occurred Lenders and is continuing, to the Borrower. Upon the resignation of the Agentany such resignation, the Required Banks Lenders shall appoint from among the Banks Lenders a successor Agent which is a bank or a trust company administrative agent for the Banks subjectLenders, which successor administrative agent shall be consented to by the extent that no payment Default or Borrower at all times other than during the existence of an Event of Default has occurred and is then continuing, to prior approval by (which consent of the Borrower (such approval shall not to be unreasonably withheld or delayed). If no successor administrative agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation, whereupon then the Agent may, on behalf of the Lenders, appoint a successor administrative agent; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor administrative agent, such successor administrative agent shall thereupon succeed to the and become vested with all rights, powers powers, privileges and duties of the Agent, retiring Agent and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the retiring Agent shall be terminated, discharged from its duties and obligations hereunder without any other or further act or deed on the part of such former retiring Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided aboveLender. After the any retiring Agent’s resignation of the Agent hereunderhereunder as Agent, the provisions of this Article VIII and Section 11 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor administrative agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' at any time by giving thirty (30) days advance notice thereof to the Banks Lenders and the Borrower and, unless a Default of thereafter, the type referred to in Section 9.05 has occurred retiring Agent shall be discharged from its duties and is continuing, to the Borrowerobligations hereunder. Upon the resignation receipt of the Agentany such notice of resignation, the Required Banks Lenders shall appoint from among have the Banks a successor Agent which is a bank or a trust company for the Banks subjectright, subject to the extent that approval of the Borrower (so long as no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower (; such approval not to be unreasonably withheld or delayed), whereupon to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, been approved (so long as no Event of Default has occurred and is continuing) by the Borrower or have accepted such appointment within fifteen (15) days after the Agent's giving of notice of resignation, then the Agent shall use its commercially reasonable efforts to appoint a successor Agent reasonably acceptable to the Borrower (so long as no Default or Event of Default has occurred and is continuing), on behalf of the Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor agent Agent shall thereupon succeed to the and become vested with all rights, powers powers, privileges and duties of the retiring Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without . After any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the retiring Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the resignation of the Agent hereunderAgent, the provisions of this Section 11 10.09 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent under this Agreementby the date which is thirty (30) days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' at any time by giving thirty (30) days advance notice thereof to the Banks Lenders and the Borrower and, unless a Default thereafter, the retiring Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the type referred to in Section 9.05 Borrower (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Borrower. Upon Required Lenders, been approved (so long as no Event of Default has occurred and is continuing) by the resignation Borrower or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation, then the Agent may, on behalf of the AgentLenders, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, reasonably acceptable to the extent that Borrower (so long as no payment Default or Event of Default has occurred and is then continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayed), whereupon such successor agent Agent shall thereupon succeed to the and become vested with all rights, powers powers, privileges and duties of the retiring Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the any retiring Agent’s resignation of the Agent hereunderhereunder as Agent, the provisions of this Section 11 11.09 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent under this Agreementby the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' on sixty (60) days written notice to the Banks andeach Lender and Borrowing Agent and upon such resignation, unless a Default of the type referred to in Section 9.05 has occurred and is continuing, to the Borrower. Upon the resignation of the Agent, the US-Canada Required Banks shall appoint from among the Banks Lenders will promptly designate a successor Agent which is a bank or a trust company for the Banks subject, reasonably satisfactory to the extent Borrowers (provided that no payment Default such approval by Borrowers shall be required (i) in any case where the successor Agent is one of Lenders or (ii) after the occurrence and during the continuance of any Event of Default has occurred and is then continuing, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayedDefault), whereupon . Any such successor agent Agent shall succeed to the rights, powers and duties of Agent, and shall in particular, if applicable, succeed to all of the Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Pledge Agreement and all account control agreements), and the term "“Agent" ” shall include mean such successor agent effective upon its appointment, and the resigning former Agent's ’s rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the parties Collateral, former Agent shall continue to this Agreement. If hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a successor fully valid, enforceable and perfected Lien on all Collateral, provided that the Agent shall not be required to or have been so appointed within any liability or responsibility to take any further actions after such 20 day period after date as such agent for perfection to continue the date perfection of any such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under Liens (other than to forego from taking any other Credit Documents until affirmative action to release any such time, if any, as the Required Banks appoint a successor Agent as provided aboveLiens). After the Agent’s resignation of the Agent hereunderas an Agent, the provisions of this Article 14, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 11 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement (and in the event such resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article 14 and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' at any time by giving thirty (30) days advance notice thereof to the Banks Lenders and the Borrowers and, unless a Default thereafter, the retiring Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the type referred to in Section 9.05 Borrowers (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Borrower. Upon Required Lenders, been approved (so long as no Event of Default has occurred and is continuing) by the resignation Borrowers or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation, then the Agent may, on behalf of the AgentLenders, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, reasonably acceptable to the extent that Borrowers (so long as no payment Default or Event of Default has occurred and is then continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayed), whereupon such successor agent Agent shall thereupon succeed to the and become vested with all rights, powers powers, privileges and duties of the retiring Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the any retiring Agent’s resignation of the Agent hereunderhereunder as Agent, the provisions of this Section 11 11.09 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent under this Agreementby the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' on sixty (60) days written notice to the Banks andeach Lender and Borrowing Agent and upon such resignation, unless a Default of the type referred to in Section 9.05 has occurred and is continuing, to the Borrower. Upon the resignation of the Agent, the US-Canada Required Banks shall appoint from among the Banks Xxxxxxx will promptly designate a successor Agent which is a bank or a trust company for the Banks subject, reasonably satisfactory to the extent Borrowers (provided that no payment Default such approval by Borrowers shall be required (i) in any case where the successor Agent is one of Lenders or (ii) after the occurrence and during the continuance of any Event of Default has occurred and is then continuing, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayedDefault), whereupon . Any such successor agent Agent shall succeed to the rights, powers and duties of Agent, and shall in particular, if applicable, succeed to all of the Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Pledge Agreement and all account control agreements), and the term "“Agent" ” shall include mean such successor agent effective upon its appointment, and the resigning former Agent's ’s rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the parties Collateral, former Agent shall continue to this Agreement. If hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a successor fully valid, enforceable and perfected Lien on all Collateral, provided that the Agent shall not be required to or have been so appointed within any liability or responsibility to take any further actions after such 20 day period after date as such agent for perfection to continue the date perfection of any such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under Liens (other than to forego from taking any other Credit Documents until affirmative action to release any such time, if any, as the Required Banks appoint a successor Agent as provided aboveLiens). After the Agent’s resignation of the Agent hereunderas an Agent, the provisions of this Article 14, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 11 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement (and in the event such resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article 14 and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' notice to the Banks and, unless a Default or an Event of Default of the type referred to in Section 9.05 has occurred and is continuing, to the Borrower. Upon the resignation of the Agent, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayedwithheld), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the resignation of the Agent -105- 112 hereunder, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Resignation of the Agent; Successor Agent. The Agent may ----------------------------------------- resign as the Agent upon 20 days' at any time by giving thirty (30) days advance notice thereof to the Banks Holders and Lenders and the Borrowers and, unless a Default of thereafter, the type referred to in Section 9.05 has occurred retiring Agent shall be discharged from its duties and is continuing, to the Borrowerobligations hereunder. Upon the resignation of the Agentany such resignation, the Required Banks Lenders shall have the right to appoint from among a successor Agent. If no successor Agent shall have been so appointed by the Banks Required Lenders, then the Agent may, on behalf of the Holders and Lenders, appoint a successor Agent which is a bank or a trust company for the Banks subject, reasonably acceptable to the extent that Borrowers (so long as no payment Default or Event of Default has occurred and is then continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayed), whereupon such successor agent Agent shall thereupon succeed to the and become vested with all rights, powers powers, privileges and duties of the retiring Agent, and the term "Agent" shall include such successor agent effective upon its appointment, and the resigning Agent's rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. If a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all duties of the Agent hereunder and/or under any other Credit Documents until such time, if any, as the Required Banks appoint a successor Agent as provided above. After the any retiring Agent’s resignation of the Agent hereunderhereunder as Agent, the provisions of this Section 11 12.11 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, the resignation of the Agent may, at the election of the Agent upon prior written notice thereof to the Last Out Note Holders and the Borrower Representative, be effective immediately upon the date that no Credit Exposure exists (other than Credit Exposure with respect to the US Last Out Term Notes). Upon receipt of any such notice of resignation under the immediately preceding sentence, Last Out Note Holders holding greater than fifty percent (50%) of the outstanding principal balance of the US Last Out Term Notes shall have the right to appoint a successor Agent. From and following the effectiveness of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Last Out Note Holders holding greater than fifty percent (50%) of the outstanding principal balance of the US Last Out Term Notes appoint a successor Agent as provided for above in this AgreementSection 12.11.