Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.
Appears in 5 contracts
Samples: Credit Agreement (Seagate Technology Holdings PLC), Credit Agreement (Seagate Technology Holdings PLC), Credit Agreement (Seagate Technology PLC)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have may appoint (subject to, so long as no Event of Default has occurred and is continuing, the right, subject to the approval reasonable consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint a successorwithheld or delayed) another Lender as such Person’s successor Agent which shall thereupon become the applicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders (and consented to by the Borrower) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives such Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorany successor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 4 contracts
Samples: Credit Agreement (Hanesbrands Inc.), Credit Agreement (Hanesbrands Inc.), Credit Agreement (Hanesbrands Inc.)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default then exists, appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, New Yorkand having a combined capital and surplus of at least $250,000,000; provided that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, or an Affiliate the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of any the duties of the Administrative Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.
Appears in 4 contracts
Samples: Credit Agreement (Reddy Ice Holdings Inc), Credit Agreement (Reddy Ice Holdings Inc), Credit Agreement (Reddy Ice Holdings Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least thirty (30) days' prior notice to the Borrower, all Lenders and all Issuing Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 4 contracts
Samples: Credit Agreement (Midwest Generation LLC), Credit Agreement (Midwest Generation LLC), Credit Agreement (Midwest Generation LLC)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Each Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the rightAdministrative Agent or Collateral Agent, subject to the approval of the Borrower (which approval shall not be unreasonably withheld)as applicable, to appoint a successorhereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that or Collateral Agent, as applicable, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, that if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, or an Affiliate of any as applicable, hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 3 contracts
Samples: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.), Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as a Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.
Appears in 3 contracts
Samples: Credit Agreement (Noble Energy Inc), Credit Agreement (Noble Energy Inc), Credit Agreement (Noble Energy Inc)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior written notice to the appointment Borrowers and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may (with the consent of the Borrowers so long as a Default has not occurred and is not then continuing, such consent not to be unreasonably withheld or delayed) appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving written notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 3 contracts
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc), Credit Agreement (Dollar Thrifty Automotive Group Inc), Credit Agreement (Dollar Thrifty Automotive Group Inc)
Successor. Subject The Syndication Agent may resign upon one Business Day's notice to the appointment Borrower and acceptance of the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 3 contracts
Samples: Credit Agreement (W-H Energy Services Inc), Credit Agreement (W-H Energy Services Inc), Credit Agreement (W-H Energy Services Inc)
Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may, with the consent of the Borrower, appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to Administrative Agent hereunder; provided that the approval consent of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorrequired if an Event of Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders and a bank with commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, in each case having an office or place of business in the State of New York, New York, or an Affiliate York and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as an Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.
Appears in 3 contracts
Samples: Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co)
Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Lendersother Agents, the Issuing Bank Borrowers and the Borrowerall Lenders. Upon If an Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorapplicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the such retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as the an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 3 contracts
Samples: Original Extended (Ferro Corp), Credit Agreement (Ferro Corp), Credit Agreement (Ferro Corp)
Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Lendersother Agents, the Issuing Bank Borrowers and the Borrowerall Lenders. Upon If an Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval consent of the Borrower Company, so long as no Event of Default exists (which approval shall such consent not to be unreasonably withheldwithheld or delayed), to appoint another Lender as a successorsuccessor Agent which shall thereupon become the applicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the such retiring Administrative Agent may, on behalf of the Lenders and Lenders, with the Issuing Bankconsent of the Company (so long as no Event of Default exists), appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000; provided, that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as the an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 3 contracts
Samples: Credit Agreement (Ferro Corp), Pledge and Security Agreement (Ferro Corp), Credit Agreement (Ferro Corp)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrowers and acceptance all Lenders. The Administrative Agent may be removed at any time upon the affirmative vote of the Required Lenders. If the Administrative Agent at any time shall resign or be removed, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to hereunder. In the Lenders, case of the Issuing Bank and the Borrower. Upon any such Administrative Agent’s resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If if no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bankas provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent and the payment of the reasonable fees and expenses (including attorney’s fees and expenses) of the resigning or removed Administrative Agent), such successor Administrative Agent shall be entitled to receive from the retiring or removed Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the . The retiring or removed Administrative Agent shall cooperate in all respects with the transition of the Administrative Agent role to the successor Administrative Agent and shall, following such transition, be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring or removed Administrative Agent’s resignation or removal, as applicable, hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 9.1, Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 3 contracts
Samples: Lien Credit Agreement (Standard Register Co), First Lien Credit Agreement (Standard Register Co), Credit Agreement (Standard Register Co)
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 3 contracts
Samples: Credit Agreement (Brand Scaffold Services Inc), Credit Agreement (Brand Scaffold Services Inc), Credit Agreement (Brand Scaffold Services Inc)
Successor. Subject The Syndication Agent or the Documentation Agent may resign as such upon one Business Day's notice to the appointment Company and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Company and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower Company (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Formica Corp), Credit Agreement (Formica Corp)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Company and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or, with the approval of the Company (such approval not to be unreasonably withheld), a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 2 contracts
Samples: Credit Agreement (Chicago Title Corp), Loan and Credit Agreement (Chicago Title Corp)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all the Lenders. If the Administrative Agent at any time shall resign, the Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lendershereunder, provided that, so long as no Event of Default shall exist, the Issuing Bank and the Borrower. Upon any ’s consent to such resignation, the Required Lenders successor shall have the right, subject be required (such consent not to the approval of the Borrower (which approval shall not be unreasonably withheldwithheld or delayed), to appoint a successor. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent, which may be one of the Lenders (if such Lender consents to such appointment) or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent that is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation shall be nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Lenders appoint a bank with an office in New York, New York, or an Affiliate of any such banksuccessor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Xtant Medical Holdings, Inc.), Credit Agreement (Bacterin International Holdings, Inc.)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at --------- least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may appoint, and, except during the rightexistence of an Event of Default, subject to with the approval of the Borrower (Borrower's consent, which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon assume the resigning Administrative Agent's position hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 2 contracts
Samples: Credit Agreement (Spiegel Inc), Revolving Credit Agreement (Spiegel Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have the right, subject may appoint another Lender reasonably acceptable to the approval of Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the Borrower (which approval shall not be unreasonably withheld), to appoint a successorretiring Agent. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000 and (y) a credit rating of AA or better by Xxxxx'x or a comparable rating by S&P; PROVIDED, HOWEVER, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New YorkCLAUSE (y) above, New Yorksuch retiring Agent, or an Affiliate shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 2 contracts
Samples: Credit Agreement (KSL Recreation Group Inc), Credit Agreement (KSL Recreation Group Inc)
Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as the successor Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAgent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative a retiring Agent’s 's resignation hereunderhereunder as a Agent, the provisions of this Article VIII and Section 9.03 ARTICLE IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and SECTION 10.4 (and, with respect to the Administrative Agent, SECTION 10.3) shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Noble Affiliates Inc), Credit Agreement (Noble Affiliates Inc)
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.retiring
Appears in 2 contracts
Samples: Credit Agreement (Charles River Laboratories Holdings Inc), Credit Agreement (Charles River Laboratories Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Collateral Agent may resign at any time upon at least 30 days' notice to the LendersSecured Parties. If the Collateral Agent at any time shall resign, the Issuing Bank and the Borrower. Upon any such resignationSecured Parties, the Required Lenders shall have the rightby majority consent, subject may appoint another mutually agreed Secured Party as a successor to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorCollateral Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted Secured Parties do not make such appointment within 30 ten (10) business days after prior to the scheduled resignation date of the Collateral Agent, the retiring Administrative Collateral Agent gives notice of its resignationshall appoint a new Collateral Agent from the Secured Parties or, then the retiring Administrative Agent mayif no Secured Party accepts such appointment, on behalf from among commercial banking institutions or trust institutions generally. In furtherance of the Lenders and foregoing, upon the Issuing Bankannouncement that the Collateral Agent will resign in its capacity as the Collateral Agent, each of the Secured Parties agrees to use its best efforts to promptly appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bankanother Collateral Agent. Upon the acceptance of its any appointment as the Administrative Collateral Agent hereunder by a successorhereunder, such successor Collateral Agent shall be entitled to receive from the retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Collateral Agent, and the retiring Administrative Collateral Agent shall be discharged from all its duties and obligations under this Agreement and the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorNotes. After the Administrative retiring Collateral Agent’s 's resignation hereunderhereunder as the Collateral Agent, the provisions of this Article VIII and Section 9.03 3 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Notes, and any of them while the retiring Administrative Agent was acting as the Administrative Agentother agreement relating thereto.
Appears in 2 contracts
Samples: Intercreditor and Collateral Agent Agreement (Super League Gaming, Inc.), Intercreditor and Collateral Agent Agreement (Super League Gaming, Inc.)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this SectionSection 8.07, the Administrative Agent may resign at any time upon notice to by notifying the Lenders, the Issuing Bank and the BorrowerCompany. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Borrower (which approval shall not be unreasonably withheld)Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that which shall be a bank with an office in New YorkTulsa, New YorkOklahoma, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agenthereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 it was acting as the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Term Loan Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Swift Holdings Corp.), Credit Agreement (Swift Holdings Corp.)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign from its agency position at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have the rightmay, subject upon at least 3 days’ (so long as one of such days is a Business Day) prior notice to the approval of Borrower and all Lenders, appoint another Lender as a successor Administrative Agent, which shall thereupon become the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, upon at least 3 days’ prior notice to the Borrower and the Issuing Bankall Lenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000 and (y) a credit rating of AA or better by Xxxxx’x or a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkclause (y) above, New York, or an Affiliate such retiring Administrative Agent shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Titan Corp)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Term Loan Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Swift Transportation Co Inc), Credit Agreement (Swift Transportation Co Inc)
Successor. Subject With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit 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 (2) all payments, communications and determinations provided to be made by, to or through the appointment Administrative Agent shall instead be made by or to each Lender and acceptance of each Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of 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 Loan other Credit Documents (if not already discharged therefrom as provided above in its capacity as the Administrative Agentthis Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the 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 hereunderhereunder and under the other Credit Documents, the provisions of this Article VIII and Section 9.03 10.26 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 taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Sabre Industries, Inc.), Credit Agreement (Sabre Industries, Inc.)
Successor. Subject With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit 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 (2) all payments, communications and determinations provided to be made by, to or through the appointment Administrative Agent shall instead be made by or to each Lender and acceptance of each Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of 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 Loan other Credit Documents (if not already discharged therefrom as provided above in its capacity as the Administrative Agentthis Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article VIII and Section 9.03 10.26 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 taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co)
Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as a Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Noble Energy Inc), Credit Agreement (Noble Energy Inc)
Successor. Subject The Administrative Agent may resign as such at --------- any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice hereunder, subject (so long as no Default or Event of Default shall have occurred and be continuing) to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheldwithheld or delayed), to appoint a successor. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of:
Appears in 2 contracts
Samples: Credit Agreement (One Source Telecommunications Inc), Credit Agreement (Ameritel Pay Phones Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least 10 days’ prior notice to the Lenders, the Issuing Bank Borrower and the BorrowerLenders. Upon If the Agent at any such resignationtime shall resign, the Required Lenders shall have may appoint another Lender as a successor Agent (with, so long as no Default or Event of Default has occurred and is continuing, the right, subject to the approval consent of the Borrower (which approval shall Borrower, provided that the resignation of the Agent is not be unreasonably withheldcontingent upon such consent), to appoint a successorwhich Lender, upon such appointment (and all applicable consents), thereupon shall become the Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, New Yorkand having a combined capital and surplus of at least $250,000,000; provided, or an Affiliate however, that if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of any the duties of the Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorCredit Documents. After the Administrative any retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Article VIII and Section 9.03 XII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentCredit Documents, and Section 13.3 and Section 13.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (LEAF Equipment Leasing Income Fund III, L.P.), Credit Agreement (Resource America Inc)
Successor. Subject Administrative Agent may, subject to Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as Administrative Agent under the appointment and acceptance Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also, upon 30 days prior notice to Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives has given notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, upon 30 days prior notice to Borrower, appoint a successor Administrative Agent that shall Agent, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations of Administrative Agent under the Loan Documents in its capacity as Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s 's resignation hereunderas Administrative Agent under the Credit Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentCredit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Teppco Partners Lp), Credit Agreement (Teppco Partners Lp)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least thirty (30) days' prior notice to the Borrowers and all Lenders, the Issuing Bank and the BorrowerAgent may be removed with or without cause as such by the Required Lenders upon at least thirty (30) days' prior notice to the Agent and the Borrowers. Upon If the Agent at any such resignationtime shall resign or be removed, the Required Lenders shall have may appoint another Lender as a successor Agent with the right, subject to the approval consent of the Borrower Borrowers (which approval consent shall not be unreasonably withheld), to appoint a successor) which shall Lender thereupon become the Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives giving of notice of its resignationresignation or removal, then the retiring Administrative or removed Agent maymay with the consent of the Borrowers (which consent shall not be unreasonably withheld), on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders and, if no Lender accepts such appointment, a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring or removed Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative or removed Agent, and the retiring Administrative or removed Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring or removed Agent's resignation or removal hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 2 contracts
Samples: Credit Agreement (American Rivers Oil Co /De/), Credit Agreement (Alliance Resources PLC)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this SectionSection 8.07, the Administrative Agent may resign at any time upon notice to by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Borrower (which approval shall not be unreasonably withheld)Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that which shall be a bank with an office in New YorkTulsa, New YorkOklahoma, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agenthereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 it was acting as the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)
Successor. Subject Each Syndication Agent may resign as such upon one Business Day’s notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 2 contracts
Samples: Amendment Agreement (Weight Watchers International Inc), Credit Agreement (Weight Watchers International Inc)
Successor. Subject Administrative Agent may voluntarily resign as Administrative Agent hereunder upon thirty (30) days notice to Borrower and Lenders. If the appointment and acceptance of initial or any successor Administrative Agent ever resigns, then Determining Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower’s approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Determining Lenders fail to appoint a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower within thirty (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 30) days after the retiring resigning Administrative Agent gives has given notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that shall Agent, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations of Administrative Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s resignation hereunderas Administrative Agent under the Loan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Goodrich Petroleum Corp), Term Loan Agreement (Goodrich Petroleum Corp)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 60 days’ prior notice to KIL and all Lenders. If the appointment and acceptance of Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Sectionwhich, with the prior written consent of KIL, not to be unreasonably withheld or delayed, shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Kerzner International LTD), Credit Agreement (Kerzner International Employment Services LTD)
Successor. Subject to the appointment and acceptance of a successor Administrative The Agent as provided in this Sectionmay, the Administrative Agent may resign subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower’s prior written consent that may not be unreasonably withheld, assign all of its rights and obligations as the Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. The Agent may also, upon 30 days’ prior notice to the LendersBorrower, voluntarily resign. If the Issuing Bank and initial or any successor Agent ever ceases to be a party to this Agreement or if the Borrower. Upon initial or any such resignationsuccessor Agent ever resigns, then the Required Lenders shall have the right(which, if no Event of Default or Default has occurred and is continuing, is subject to the Borrower’s approval of the Borrower (which approval shall that may not be unreasonably withheld) appoint the successor Agent from among the Lenders (other than the resigning Agent), . If the Required Lenders fail to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment Agent within 30 days after the retiring Administrative resigning Agent gives has given notice of its resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders and Lenders, upon thirty (30) days prior notice to the Issuing BankBorrower, appoint a successor Administrative Agent Agent, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower’s prior written consent that shall may not be unreasonably withheld, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative rights of the prior Agent, and the retiring Administrative prior Agent shall be discharged from all its duties and obligations as Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the Administrative Agent. The fees payable by documents that any Lender, the Borrower resigning Agent or the successor Agent reasonably requests to a successor Administrative Agent shall be reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the Administrative any Agent’s resignation hereunderas the Agent under the Loan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Buckeye GP Holdings L.P.), Credit Agreement (Buckeye Partners L P)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Edison Mission Energy), Credit Agreement (Edison Mission Energy)
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Charles River Laboratories International Inc), Credit Agreement (Decisionone Corp /De)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, that shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section10.4 shall continue to inure to its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Energy Xxi (Bermuda) LTD), Credit Agreement (Energy Xxi (Bermuda) LTD)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionparagraph, the Administrative each Agent may resign at any time upon notice to the Lenders, the Issuing Bank by notifying Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld)in consultation with Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If an instrument of acceptance by a successor administrative agent or collateral agent, as the case may be, shall not have been delivered to the applicable Agent within thirty (30) days after the giving of such notice of resignation, the applicable Agent may petition any court of competent jurisdiction for the appointment of a successor agent. Upon the acceptance of its appointment as the Administrative an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agenthereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative an Agent’s 's resignation hereunder, the provisions of this Article VIII 9 and Section 9.03 10.3 shall continue in effect for the benefit of such retiring Administrative Agent, 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 it was acting as the Administrative an Agent.
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Each Agent may resign as such at any time upon at least 30 days' prior notice to the U.S. Borrower and all Lenders. If such Agent at any time shall resign, the Issuing Bank and Majority Lenders may appoint another Lender as a successor Agent which shall thereupon become an Agent in the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval capacity of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorresigning Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000; provided, however, that if, any retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent's resignation shall nevertheless thereupon become effective, the retiring Agent shall be discharged from its duties and obligations under the Trade Documents and the Loan Documents and the Lenders shall (subject to any contrary terms in New Yorkany Loan Document) assume and perform all of the duties of Agent hereunder or under the Loan Documents until such time, New Yorkif any, or an Affiliate of any such bankas the Majority Lenders appoint a successor as provided above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative an Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Successor. Subject Each of the Syndication Agent and the Documentation Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 20 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) SECTION 10.3 and SECTION 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Samples: Term Loan Agreement (Wheeling Pittsburgh Corp /De/)
Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as an Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject Each Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If either the Syndication Agent or the Documentation Agent resigns, no successor shall be appointed. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New York, New York, or an Affiliate commercial banking institution organized under the laws of any such bankthe United States and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement, other than liabilities that have accrued prior to the Loan Documents in its capacity as the appointment of such successor Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article VIII IX and Section 9.03 10.3 shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions action taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as the Administrative Agenthereunder.
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to Holdings and the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any state thereof) or a U.S. branch or agency of a commercial banking institution, New Yorkand having a combined capital and surplus of at least $250,000,000; provided, or an Affiliate however that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of any the duties of the Administrative Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor The Administrative Agent may assign all of its Rights and obligations as provided in this Sectionthe Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor the Administrative Agent under the Loan Documents. The Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., the Administrative Agent may resign is continuing to fail to perform its responsibilities under the Loan Documents). If the initial, or any successor to, the Administrative Agent ever ceases to be a party to this Agreement or if either of the initial, or any successor to, the Administrative Agent ever resigns (whether voluntarily or at any time upon notice the request of the Required Lenders), then Required Lenders shall appoint a successor to the Lenders, Administrative Agent from among Lenders (other than the Issuing Bank and resigning the BorrowerAdministrative Agent). Upon any such resignation, If the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), fail to appoint a successor. If no successor shall have been so appointed by to such the Required Lenders and shall have accepted such appointment Administrative Agent within 30 thirty (30) days after the retiring resigning the Administrative Agent gives has given notice of its resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, that shall (i) must be a commercial bank with an office in New Yorkhaving a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition), New Yorkand (ii) must be consented to by the Borrower, which consent shall not be unreasonably delayed or an Affiliate of any such bankwithheld. Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations as Administrative Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the Administrative Agent’s 's resignation hereunderor removal as Administrative Agent under the Loan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the Agreement inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Affiliated Computer Services Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have may appoint (subject to, so long as no Event of Default has occurred and is continuing, the right, subject to the approval reasonable consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint a successorwithheld or delayed) another Lender as such Person’s successor Agent which shall thereupon become the applicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders (and consented to by the Borrower), and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives such Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorany successor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Samples: Credit Agreement (Hanesbrands Inc.)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may assign all of its rights and obligations as Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. Agent may also voluntarily resign at any time upon by notice to the Borrower and Lenders, and shall resign upon the Issuing Bank and request of the BorrowerRequired Lenders for cause (i.e., Agent is continuing to fail to perform its responsibilities as Agent under the Loan Documents). Upon If the initial or any such resignationsuccessor Agent ever ceases to be a party to this Agreement or if the initial or any successor Agent ever resigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall have the right(which, if no Potential Default or Event of Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Agent from among Lenders (other than the resigning Agent). If the Required Lenders fail to appoint a successor Agent within thirty (30) days after the resigning Agent has given notice of resignation or the Required Lenders have removed the resigning Agent, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent (which, if no Potential Default or Event of Default exists, is subject to Borrower's approval of the Borrower (which approval shall that may not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall which must be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $1,000,000,000.00 (as shown on its most recently published statement of condition) and whose debt obligations (or an Affiliate of any such bank. whose parent's debt obligations) are rated not less than Baa1 by Moodx'x xx BBB+ by S & P. Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Administrative rights of the prior Agent, and the retiring Administrative prior Agent shall be is discharged from all its duties and obligations of the Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the Administrative documents that any Lender, the resigning or removed Agent. The fees payable by , or the Borrower successor Agent reasonably request to a successor Administrative Agent shall be reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After any Agent's resignation or removal as Agent under the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the SECTION inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents.
Appears in 1 contract
Samples: Revolving Credit Agreement (United Dental Care Inc /De/)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit. SECTION 9.5.
Appears in 1 contract
Samples: Patent Security Agreement (United Surgical Partners International Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such --------- at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Eligible Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agents resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions ---------- taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to ------------ ------------ its benefit.
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so 100 appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, -77- appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; PROVIDED that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners Holdings Inc)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided which, other than in this Sectionthe case of the appointment of a 364 Day Revolving Loan Lender or a Lender with outstanding Term A Loans, shall be reasonably acceptable to the Borrower and shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Samples: Credit Agreement (Ust Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the (a) The Administrative Agent may resign at any time upon not less than 30 days notice to the Lenders, the Issuing Bank each LC Issuer and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Borrower (which approval shall not be unreasonably withheld)Borrowers, to 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 after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing Bankeach LC Issuer, appoint a successor Administrative Agent; provided, however, that if the Administrative Agent shall notify the Borrowers and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be a bank with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by the Administrative Agent on behalf of the Lenders or any LC Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such bankcollateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring 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 its capacity as the Administrative Agentthis paragraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.03 11.02 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Nn Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Collateral Agent may resign at any time upon at least 30 days’ notice to the LendersSecured Parties. If the Collateral Agent at any time shall resign, the Issuing Bank and the Borrower. Upon any such resignationSecured Parties, the Required Lenders shall have the rightby majority consent, subject may appoint another mutually agreed Secured Party as a successor to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorCollateral Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted Secured Parties do not make such appointment within 30 ten (10) business days after prior to the scheduled resignation date of the Collateral Agent, the retiring Administrative Collateral Agent gives notice of its resignationshall appoint a new Collateral Agent from the Secured Parties or, then the retiring Administrative Agent mayif no Secured Party accepts such appointment, on behalf from among commercial banking institutions or trust institutions generally. In furtherance of the Lenders and foregoing, upon the Issuing Bankannouncement that the Collateral Agent will resign in its capacity as the Collateral Agent, each of the Secured Parties agrees to use its best efforts to promptly appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bankanother Collateral Agent. Upon the acceptance of its any appointment as the Administrative Collateral Agent hereunder by a successorhereunder, such successor Collateral Agent shall be entitled to receive from the retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Collateral Agent, and the retiring Administrative Collateral Agent shall be discharged from all its duties and obligations under this Agreement and the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorNotes. After the Administrative retiring Collateral Agent’s resignation hereunderhereunder as the Collateral Agent, the provisions of this Article VIII and Section 9.03 3 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Notes, and any of them while the retiring Administrative Agent was acting as the Administrative Agentother agreement relating thereto.
Appears in 1 contract
Samples: Intercreditor and Collateral Agent Agreement (Quantumsphere, Inc.)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Eligible Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agents resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 ARTICLE X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring 95 103 Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Collateral Agent may resign as such at any time upon at least 30 days' notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorGestetner. If no the Collateral Agent at any time shall resign, Gestetner and Ash Capital may appoint another mutually agreed Secured Party as a successor shall have been so appointed by the Required Lenders and shall have accepted Collateral Agent. If such Secured Parties do not make such appointment within 30 days after ten Business Days prior to the scheduled resignation date of the Collateral Agent, the retiring Administrative Collateral Agent gives notice of its resignationshall appoint a new Collateral Agent from among the Secured Parties or, then the retiring Administrative Agent mayif no Secured Party accepts such appointment, on behalf from among commercial banking institutions or trust institutions generally. In furtherance of the Lenders and foregoing, upon the Issuing Bankannouncement that the Collateral Agent will resign in its capacity as the Collateral Agent, each of the Secured Parties agrees to use its best efforts to promptly appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bankanother Collateral Agent. Upon the acceptance of its any appointment as the Administrative Collateral Agent hereunder by a successorhereunder, such successor Collateral Agent shall be entitled to receive from the retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Collateral Agent, and the retiring Administrative Collateral Agent shall be discharged from all its duties and obligations under this Agreement and the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorNotes. After the Administrative retiring Collateral Agent’s 's resignation hereunderhereunder as the Collateral Agent, the provisions of this Article VIII and Section 9.03 4 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Notes, and any of them while the retiring Administrative Agent was acting as the Administrative Agentother agreement relating thereto.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Eroomsystem Technologies Inc)
Successor. Subject Any Agent (other than the Administrative Agent) may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Samples: Credit Agreement (Keebler Foods Co)
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 ARTICLE X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.
Appears in 1 contract
Samples: Credit Agreement (Duane Reade Inc)
Successor. Subject Each of the Syndication Agent and the Documentation Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 20 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity -71- 79 this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at anytime upon at least 30 days' prior notice to the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Xxxxxxx may appoint another Xxxxxx as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 12.3 and Section 12.4 shall continue to inure to its benefit.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners International Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent, which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default then exists, appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have the right, subject may appoint another Lender reasonably acceptable to the approval of Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the Borrower (which approval shall not be unreasonably withheld), to appoint a successorretiring Agent. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $1,000,000,000 and (y) a credit rating of AA or better by Moodx'x xx a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkitem (y), New Yorksuch retiring Agent, or an Affiliate shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative it was an Agent was acting as the Administrative Agentunder this Agreement, and Sections 10.3 and 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Samples: Credit Agreement (Regal Cinemas Inc)
Successor. Subject The Administrative Agent may resign as such at any time upon at least thirty (30) days' prior notice to the appointment Borrower and acceptance of all Lenders, and the Administrative Agent may be removed with or without cause as such by the Required Lenders upon at least thirty (30) days' prior notice to the Administrative Agent and the Borrower. If the Administrative Agent at any time shall resign or be removed, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which Lender shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives giving of notice of its resignationresignation or removal, then the retiring or removed Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders and, if no Lender accepts such appointment, a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring or removed Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring or removed Administrative Agent's resignation or removal hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Samples: Credit Agreement (Bargo Energy Co)
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheldwithheld and will not be required during the continuance of an Event of Default), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 ARTICLE IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) SECTION 10.3 and SECTION 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrowers and all Lenders, such resignation to be effective upon the appointment and acceptance of a successor Administrative Agent as provided in this Section, below. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders may appoint another Lender, which (so long as no Default has occurred and is continuing) shall have the right, subject be reasonably acceptable to the approval of Borrowers, as a successor Administrative Agent which shall thereupon become the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which (so long as no Default has occurred and is continuing) shall be reasonably acceptable to the Borrowers, and which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of:
Appears in 1 contract
Successor. Subject Each Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Administrative Borrower and acceptance of all Lenders. If an Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent or Inventory Agent, as provided in this Sectionapplicable, which shall thereupon become the Administrative Agent or the Inventory Agent, as the case may resign at any time upon notice to the Lendersbe, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent that shall be or the Inventory Agent, as the case may be, hereunder until such time, if any, as the Required Lenders appoint a bank with an office in New York, New York, or an Affiliate of any such banksuccessor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent or Inventory Agent hereunder by a successorsuccessor Administrative Agent or the Inventory Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Agent's resignation hereunder as the Administrative Agent or the Inventory Agent. The fees payable by , as the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereundercase may be, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as or the Administrative AgentInventory Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative The Agent as provided in this Sectionmay, the Administrative Agent may resign subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its rights and obligations as the Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. The Agent may also, upon 30 days' prior notice to the Borrower and the Lenders, voluntarily resign. If the Issuing Bank and initial or any successor Agent ever ceases to be a party to this Agreement or if the Borrower. Upon initial or any such resignationsuccessor Agent ever resigns, then the Required Lenders shall have the right(which, if no Event of Default or Default has occurred and is continuing, is subject to the Borrower's approval of the Borrower (which approval shall that may not be unreasonably withheld) appoint the successor Agent from among the Lenders (other than the resigning Agent), . If the Required Lenders fail to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment Agent within 30 days after the retiring Administrative resigning Agent gives has given notice of its resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders and Lenders, upon thirty (30) days prior notice to the Issuing BankBorrower, appoint a successor Administrative Agent Agent, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower's prior written consent that shall may not be unreasonably withheld, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges duties and duties obligations of the retiring Administrative prior Agent, and the retiring Administrative prior Agent shall be discharged from all its duties and obligations as Agent under the Loan Documents in its capacity Documents, and each Lender shall execute the documents that any Lender, the resigning Agent or the successor Agent reasonably requests to reflect the change. After any Agent's resignation as the Administrative Agent. The fees payable by Agent under the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents.
Appears in 1 contract
Successor. Subject Each Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Documentation Agent resigns, no successor shall be appointed. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New York, New York, or an Affiliate commercial banking institution organized under the laws of any such bankthe United States and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement, other than liabilities that have accrued prior to the Loan Documents in its capacity as the appointment of such successor Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article VIII X and Section 9.03 11.3 shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions action taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as the Administrative Agenthereunder.
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent that shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAgent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution or other Person organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution or other Person, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Agent is unable to find a commercial banking institution or other Person that is willing to accept such appointment and that meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least 30 days' prior notice to the Borrowers and all Lenders, such resignation to be effective upon the Issuing Bank and appointment of a successor Agent as provided below. If the Borrower. Upon Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender, which (so long as no Default has occurred and is continuing) shall have the right, subject be reasonably acceptable to the approval of Borrowers, as a successor Agent which shall thereupon become the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAgent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which (so long as no Default has occurred and is continuing) shall be reasonably acceptable to the Borrowers, and which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of:
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders and Lenders, or shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then then, the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to Royalty Sub and all Lenders. If the appointment Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender that has executed and acceptance of delivered a Confidentiality Agreement as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000, and shall have executed and delivered a Confidentiality Agreement; provided that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit. The Syndication Agent may resign as such at any time upon at least 10 days' prior notice to Royalty Sub, all Lenders and the Administrative Agentother Agents.
Appears in 1 contract
Successor. Subject The Syndication Agent may resign as such upon one Business Day’s notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheldwithheld and will not be required during the continuance of an Event of Default), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject Agent may assign all of its Rights and obligations as Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Agent under the Loan Documents. Agent may also voluntarily resign and acceptance shall resign upon the request of Determining Lenders for cause (i.e., Agent is continuing to fail to perform its responsibilities under the Loan Documents). If the initial, or any successor to, Agent ever ceases to be a party to this agreement or if either of the initial, or any successor to, Agent ever resigns (whether voluntarily or at the request of Determining Lenders), then Determining Lenders shall appoint a successor Administrative to Agent as provided in this Section, from among Lenders (other than the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrowerresigning Agent). Upon any such resignation, the Required If Determining Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), fail to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted to such appointment Agent within 30 days after the retiring Administrative resigning Agent gives has given notice of its resignationresignation or Determining Lenders have removed the resigning Agent, then the retiring Administrative resigning Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, that shall (i) must be a commercial bank with an office in New Yorkhaving a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition), New Yorkand (ii) must be consented to by Borrower, which consent shall not be unreasonably delayed or an Affiliate of any such bankwithheld. Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Administrative Rights of the prior Agent, and the retiring Administrative prior Agent shall be is discharged from all its duties and obligations as Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the Administrative documents that any Lender, the resigning or removed Agent. The fees payable by , or the Borrower successor Agent reasonably request to a successor Administrative Agent shall be reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After Agent's resignation or removal as Agent under the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Affiliated Computer Services Inc)
Successor. Subject Each Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Documentation Agent resigns, no successor shall be appointed. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New York, New York, or an Affiliate commercial banking institution organized under the laws of any such bankthe United States and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement, other than liabilities that have accrued prior to the Loan Documents in its capacity as the appointment of such successor Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article VIII ARTICLE X and Section 9.03 SECTION 11.3 shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions action taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as the Administrative Agenthereunder.
Appears in 1 contract
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its -109- resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Syndication Agent may resign as such upon --------- one Business Days' notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheldwithheld or delayed), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any retiring Agent’s 's resignation hereunderhereunder as an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the this Agreement. After any retiring Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same 's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Each Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If either Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the rightAdministrative Agent or the Technical Agent hereunder. In the case of an Agent that has resigned, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If if no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives such Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent; provided that, if, such retiring Agent that is unable to find a successor, the retiring Agent's resignation shall be a bank with an office in New York, New York, or an Affiliate of any such banknevertheless thereupon become effective. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s 's resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting or Technical Agent, as the Administrative Agentcase may be, under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at --------- any time upon at least 30 days' prior notice to the appointment Borrower and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, with the consent of the Borrower (so long as no Event of Default shall have occurred and be continuing), such consent not to be unreasonably withheld, appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State 77 thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Samples: Credit Agreement (Whittaker Corp)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default then exists, appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject to The Syndication Agent and the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Documentation Agent may resign at any time upon notice to the Lenders, the Issuing Bank Administrative Agent and the Borrower. Upon The Administrative Agent may resign as such at any such resignation, the Required Lenders shall have the right, subject time upon at least 30 days' prior notice to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorand all Lenders. If no successor Administrative Agent shall have been so appointed by the Required Lenders with the prior consent of the Borrower (such consent not to be unreasonably withheld) unless an Event of Default has occurred and is continuing, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, with the prior consent of the Borrower (such consent not to be unreasonably withheld) unless an Event of Default has occurred and the Issuing Bankis continuing, appoint a successor successor, Administrative Agent that Agent, which shall be a bank with an office in New York, New Yorkone of the Lenders, or an Affiliate if no Lender accepts such appointment, a commercial banking institution organized under the laws of the U.S. (or any such bankState thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor, Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor, Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have the right, subject may appoint another Lender reasonably acceptable to the approval of Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the Borrower (which approval shall not be unreasonably withheld), to appoint a successorretiring Agent. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000 and (y) a credit rating of AA or better by Xxxxx'x or a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkclause (y) above, New Yorksuch retiring Agent, or an Affiliate shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrowers and acceptance the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders, with the prior consent of Holdings (which consent of Holdings shall not unreasonably be withheld and shall not be required upon the occurrence and during the continuation of a Specified Default) may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative Agent.Loan Documents, and Sections 11.3 and 11.4 shall continue to inure to its benefit. 77
Appears in 1 contract
Samples: Credit Agreement (WRC Media Inc)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 ARTICLE IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) SECTION 10.3 and SECTION 10.4 shall continue to inure to its benefit.
Appears in 1 contract
Successor. Subject The Syndication Agent may resign as such upon one Business Day’s notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
Samples: Credit Agreement (Weight Watchers International Inc)
Successor. Subject The Syndication Agent may resign as such upon --------- one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be ---------- taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agent.under this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit. ------------ ------------
Appears in 1 contract
Samples: Credit Agreement (Advanstar Inc)
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed (NY) 18002/039/SOLSTICE5/solstice.5.form.of.loan.agt.2.doc as provided in this Section, Section 10.5 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval immediately preceding proviso and subject to the consent of the Borrower (which approval shall such consent not to be unreasonably withheld), appoint another Lender as a successor to appoint the Administrative Agent which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a successorPrepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $500,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of:
Appears in 1 contract
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at --------- least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAgent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000. Upon the vote of 100% of the Lenders (excluding the Agent) to remove the Agent, such Lenders may remove the Agent at any time with an office in New Yorkor without cause and appoint a successor Agent which shall be one of the Lenders or a commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring or removed Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative or removed Agent, and the retiring Administrative or removed Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring or removed Agent's resignation or removal hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its ---------- benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue ------------ ------------ to inure to its benefit.
Appears in 1 contract
Successor. Subject The Syndication Agent may resign as such upon one Business Day’s notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.this
Appears in 1 contract
Samples: Credit Agreement (Weight Watchers International Inc)
Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least thirty (30) days' prior notice to the Borrower and all Lenders, such resignation not to be effective until a successor Agent is in place. The Agent shall be required to resign, upon the Issuing Bank written request of the Required Lenders, if it holds less than $10,000,000 of the Loans and Commitments outstanding; provided, however, that the BorrowerAgent shall not be required to resign pursuant to the terms of this sentence if the Agent's Revolving Percentage plus its Term Percentage is equal to or greater than that of each other Lender. Upon If the Agent at any such resignationtime resigns, the Required Lenders may appoint another Lender as a successor Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAgent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New York, New York, or an Affiliate financial institution reasonably acceptable to the Borrower organized under the laws of any such bankthe United States and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement and the other Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative AgentDocuments.
Appears in 1 contract
Samples: Credit Agreement (Internationale Nederlanden Capital Corp)
Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrowers and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrowers and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower Borrowers (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit. In the event that there is a successor to the Administrative Agent.127
Appears in 1 contract
Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000 and (y) a credit rating of AA or -80- better by Xxxxx'x or a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkclause (y) above, New York, or an Affiliate such retiring Administrative Agent shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, 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 the Administrative Agent.of
Appears in 1 contract
