Common use of Resignation; Successor Administrative Agent Clause in Contracts

Resignation; Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Canadian Agent as provided below, Administrative Agent or Canadian Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Administrative Agent or Canadian Agent, as the case may be, which shall be (provided no Default or Event of Default exists) reasonably acceptable to Borrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent or Canadian Agent, as the case may be, then Administrative Agent or Canadian Agent, as the case may be, may appoint a successor agent from among the applicable Lenders. Upon acceptance by a successor Administrative Agent or Canadian Agent, as the case may be, of an appointment to serve as Administrative Agent or Canadian Agent, as the case may be, hereunder, such successor Administrative Agent or Canadian Agent, as the case may be, shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent or Canadian Agent, as the case may be, without further act, and the retiring Administrative Agent or Canadian Agent, as the case may be, shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 13 and 15. Notwithstanding any Administrative Agent’s or Canadian Agent’s resignation, the provisions of this Section 13 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 and Canadian Agent hereunder, respectively, without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent (or Canadian Agent Agent) as provided below, Administrative Agent (or Canadian Agent Agent) may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and BorrowersBorrowers within each affected Borrower Group. Upon receipt of such notice, Required Lenders shall have the right 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 commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower AgentBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent (or Canadian Agent, as the case may be), then Administrative Agent (or Canadian Agent, as the case may be, ) may appoint a successor agent from among the applicable Lenders. Upon acceptance by a successor Administrative Agent (or Canadian Agent, as the case may be, ) of an appointment to serve as Administrative Agent (or Canadian Agent, as the case may be, ) hereunder, such successor Administrative Agent (or Canadian Agent, as the case may be, ) shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent (or Canadian Agent, as the case may be, ) without further act, and the retiring Administrative Agent (or Canadian Agent, as the case may be, ) shall be discharged from its duties and obligations hereunder but shall continue to have enjoy the benefits of the indemnification set forth in Sections 13 12.6 and 1514.2. Notwithstanding any Administrative Agent’s or Canadian Agent’s resignation, the provisions of this Section 13 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 by merger or acquisition of the stock or assets of 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 and (or Canadian Agent hereunder, respectively, Agent) hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.