Common use of Resignation of an Administrative Agent Clause in Contracts

Resignation of an Administrative Agent. Either Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject, so long as no Event of Default is continuing, to the approval of the Borrowers (such approval not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States (in respect of the replacement of the Domestic Administrative Agent) or which shall be a bank with an office in Canada or an Affiliate of any such bank with an office in Canada (in respect of the replacement of the Canadian Administrative Agent). 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 on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if such Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment or a successor has not been appointed within 40 days after the retiring Administrative Agent gives notice of resignation, then the Borrowers shall have the right to appoint a successor meeting the qualifications set forth above and the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring 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 retiring Administrative Agent shall instead be made by or to each applicable Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, 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 this Section). The fees payable by a Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 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 Administrative Agent. Any resignation by Bank of America or Bank of America Canada as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and as a Swing Line Lender. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of an Administrative Agent. Either (a) An Administrative Agent may at any time give notice resign and appoint one of its resignation Affiliates acting through an office as successor by giving notice to the Lenders, the L/C Issuers other Finance Parties and the Borrowers. Upon receipt of any such Company. (b) Alternatively an Administrative Agent may resign by giving notice of resignation, the Required Lenders shall have the right, subject, so long as no Event of Default is continuing, to the approval of other Finance Parties and the Borrowers Company, in which case the Majority Lenders (such approval not to be unreasonably withheld or delayed), to after consultation with the Company) may appoint a successor, which shall be a bank with an office in successor to the United States, or an Affiliate of any such bank with an office in the United States (in respect of the replacement of the Domestic relevant Administrative Agent. (c) or which shall be If the Majority Lenders have not appointed a bank successor Administrative Agent in accordance with an office in Canada or an Affiliate of any such bank with an office in Canada paragraph (in respect of the replacement of the Canadian Administrative Agent). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment b) above within 30 days after notice of resignation was given, the retiring relevant Administrative Agent gives notice of its resignation, then (after consultation with the retiring Administrative Agent Company) may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent. (d) The resignation of a Security Agent meeting and the qualifications set forth above; provided that if such Administrative appointment of a successor Security Agent shall notify not become effective until: (i) each of the Borrowers Finance Parties (other than the Security Agent) confirms that it is satisfied with the creditworthiness of the proposed successor Security Agent; and (ii) the Agent confirms that it is satisfied that the Security Documents and the Lenders that no qualifying Person has accepted such appointment Borrowing Base Security Documents (and any related documentation) have been transferred to or a into (and where required registered in) the name of the proposed successor has not been appointed within 40 days after the Security Agent. (e) The retiring Administrative Agent gives notice shall, at its own cost, make available to the successor Administrative Agent such documents and records and provide such assistance as the successor Administrative Agent may reasonably request for the purposes of resignation, then performing its functions as Administrative Agent under the Borrowers shall have the right to appoint a successor meeting the qualifications set forth above and the retiring Finance Documents. (f) An Administrative Agent’s resignation notice shall nonetheless become effective in accordance with such notice and only take effect upon the appointment of a successor. (1g) Upon the appointment of a successor, the retiring Administrative Agent shall be discharged from its duties any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 29. Its successor and each of the other Parties shall have the same rights and obligations hereunder and under amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the other Loan Documents (except that in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan DocumentsCompany, the retiring Majority Lenders may, by notice to an Administrative Agent, require it to resign in accordance with paragraph (b) above. In this event, the relevant 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 retiring Administrative Agent shall instead be made by or to each applicable Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above resign in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, such successor shall succeed to and become vested accordance 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 this Section). The fees payable by a Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 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 Administrative Agent. Any resignation by Bank of America or Bank of America Canada as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and as a Swing Line Lender. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, paragraph (b) above. (i) The Obligors who are also Security Providers shall (and the retiring L/C Issuer Company shall ensure that each Security Provider which is not an Obligor will) (at their own cost) take such action and Swing Line Lender shall be discharged from all execute such documents as are required by the Security Agent so that the Security Documents and the Borrowing Base Security Documents provide for effective and perfected security in favour of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the any successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of CreditSecurity Agent.

Resignation of an Administrative Agent. Either Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrowers; provided that any notice of resignation by the Domestic Administrative Agent shall be deemed to constitute notice of resignation by the Canadian Administrative Agent, but notice of resignation by the Canadian Administrative Agent shall not be deemed to constitute notice of resignation by the Domestic Administrative Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject, so long as no Event of Default is continuing, to the approval of the Borrowers (such approval not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States (in respect of the replacement of the Domestic Administrative Agent) or which shall be a bank with an office in Canada or an Affiliate of any such bank with an office in Canada (in respect of the replacement of the Canadian Administrative Agent). 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 on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if such Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment or a successor has not been appointed within 40 days after the retiring Administrative Agent gives notice of resignation, then the Borrowers shall have the right to appoint a successor meeting the qualifications set forth above and the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring 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 retiring Administrative Agent shall instead be made by or to each applicable Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, 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 this Section). The fees payable by a Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 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 Administrative Agent. Any resignation by Bank of America or Bank of America Canada as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and as a Swing Line Lender. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.this

Resignation of an Administrative Agent. Either Administrative (a) The Facility Agent or the Calculation Agent may at any time give resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower. (b) Alternatively, the Facility Agent or the Calculation Agent may resign by giving thirty (30) days’ notice to the Lenders and the Borrower, in which case the Lenders (after consultation with the Borrower) may appoint a successor Facility Agent or Calculation Agent. (c) If the Lenders have not appointed a successor Facility Agent or Calculation Agent (as the case may be) in accordance with paragraph (b) above within thirty (30) days after notice of resignation was given, the Facility Agent or the Calculation Agent (as the case may be) (after consultation with the Borrower) may appoint a successor Facility Agent or Calculation Agent (as the case may be). (d) The retiring Facility Agent or Calculation Agent shall, at its resignation own cost, make available to the Lenderssuccessor Facility Agent or Calculation Agent (as the case may be) such documents and records and provide such assistance as the successor Facility Agent or Calculation Agent (as the case may be) may reasonably request for the purposes of performing its functions as Facility Agent or Calculation Agent (as the case may be) under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the L/C Issuers retiring Facility Agent or Calculation Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (e) The Facility Agent's or Calculation Agent’s resignation notice shall only take effect upon the Borrowers. appointment of a successor. (f) Upon receipt the appointment of any such notice of resignation, the Required Lenders shall have the right, subject, so long as no Event of Default is continuing, to the approval of the Borrowers (such approval not to be unreasonably withheld or delayed), to appoint a successor, which the retiring Facility Agent or Calculation Agent (as the case may be) shall be a bank with an office in the United States, or an Affiliate of discharged from any such bank with an office in the United States (further obligation in respect of the replacement Finance Documents but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Administrative Agents) and this Clause 23.14. Its successor and each of the Domestic Administrative Agent) or which other Parties shall be a bank with an office in Canada or an Affiliate of any such bank with an office in Canada (in respect of have the replacement of the Canadian Administrative Agent). If no same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) The Facility Agent or Calculation Agent (as the case may be) shall resign in accordance with paragraph (b) above if on or after the date which is three (3) Months before the earliest FATCA Application Date relating to any payment to the Facility Agent or Calculation Agent (as the case may be) under the Finance Documents, either: (i) the Facility Agent or Calculation Agent (as the case may be) fails to respond to a request under Clause 12.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Facility Agent or Calculation Agent (as the case may be) will not be (or will have been so appointed ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Required Lenders and shall Facility Agent or Calculation Agent (as the case may be) pursuant to Clause 12.7 (FATCA Information) indicates that the Facility Agent or Calculation Agent (as the case may be) will not be (or will have accepted such appointment within 30 days ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the retiring Administrative Facility Agent gives notice of its resignation, then or Calculation Agent (as the retiring Administrative Agent case may on behalf of be) notifies the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if such Administrative Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment the Facility Agent or Calculation Agent (as the case may be) will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrower or a successor has Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not been appointed within 40 days after be required if the retiring Administrative Facility Agent gives notice of resignation, then the Borrowers shall have the right to appoint a successor meeting the qualifications set forth above and the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice and or Calculation Agent (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in as the case of any collateral security held by such Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as may be) were a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each applicable Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative AgentFATCA Exempt Party, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder Borrower or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by a Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 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 Administrative Agent. Any resignation by Bank of America or Bank of America Canada as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and as a Swing Line Lender. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line that Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory by notice to the retiring L/C Issuer Facility Agent or Calculation Agent (as the case may be), requires it to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Creditresign.

Resignation of an Administrative Agent. Either (a) An Administrative Agent may at any time give notice resign and appoint one of its resignation Affiliates acting through an office as successor by giving notice to the Lenders, the L/C Issuers other Finance Parties and the Borrowers. Upon receipt of any such Company. (b) Alternatively an Administrative Agent may resign by giving notice of resignation, the Required Lenders shall have the right, subject, so long as no Event of Default is continuing, to the approval of other Finance Parties and the Borrowers Company, in which case the Majority Lenders (such approval not to be unreasonably withheld or delayed), to after consultation with the Company) may appoint a successor, which shall be a bank with an office in successor to the United States, or an Affiliate of any such bank with an office in the United States (in respect of the replacement of the Domestic relevant Administrative Agent. (c) or which shall be If the Majority Lenders have not appointed a bank successor Administrative Agent in accordance with an office in Canada or an Affiliate of any such bank with an office in Canada paragraph (in respect of the replacement of the Canadian Administrative Agent). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment b) above within 30 days after notice of resignation was given, the retiring relevant Administrative Agent gives notice of its resignation, then (after consultation with the retiring Administrative Agent Company) may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent. (d) The resignation of a Security Agent meeting and the qualifications set forth above; provided that if such Administrative appointment of a successor Security Agent shall notify not become effective until: (i) each of the Borrowers Finance Parties (other than the Security Agent) confirms that it is satisfied with the creditworthiness of the proposed successor Security Agent; and (ii) the Agent confirms that it is satisfied that the Security Documents (and any related documentation) have been transferred to or into (and where required registered in) the Lenders that no qualifying Person has accepted such appointment or a name of the proposed successor has not been appointed within 40 days after the Security Agent. (e) The retiring Administrative Agent gives notice shall, at its own cost, make available to the successor Administrative Agent such documents and records and provide such assistance as the successor Administrative Agent may reasonably request for the purposes of resignation, then performing its functions as Administrative Agent under the Borrowers shall have the right to appoint a successor meeting the qualifications set forth above and the retiring Finance Documents. (f) An Administrative Agent’s resignation notice shall nonetheless become effective in accordance with such notice and only take effect upon the appointment of a successor. (1g) Upon the appointment of a successor, the retiring Administrative Agent shall be discharged from its duties any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Its successor and each of the other Parties shall have the same rights and obligations hereunder and under amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the other Loan Documents (except that in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan DocumentsCompany, the retiring Majority Lenders may, by notice to an Administrative Agent, require it to resign in accordance with paragraph (b) above. In this event, the relevant 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 retiring Administrative Agent shall instead be made by or to each applicable Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above resign in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, such successor shall succeed to and become vested accordance 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 this Section). The fees payable by a Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 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 Administrative Agent. Any resignation by Bank of America or Bank of America Canada as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and as a Swing Line Lender. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, paragraph (b) above. (i) The Obligors who are also Security Providers shall (and the retiring L/C Issuer Company shall ensure that each Security Provider which is not an Obligor will) (at their own cost) take such action and Swing Line Lender shall be discharged from all execute such documents as are required by the Security Agent so that the Security Documents provide for effective and perfected security in favour of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the any successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of CreditSecurity Agent.