Common use of Replacement of Agent Clause in Contracts

Replacement of Agent. (a) Any Agent may resign at any time by giving thirty (30) days prior notice of its resignation to the Purchasers and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall cease. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent.

Replacement of Agent. (a) Any The Retiring Agent, the Continuing Lender and the Acceding Agent may resign at any time by giving thirty hereby agree that with automatic effect immediately after the Effective Time and notwithstanding clauses 28.11 (30Resignation of the Agent) days prior notice and 28.12 (Replacement of its resignation the Agent) of the Amended and Restated Facilities Agreement: (i) the Acceding Agent shall be appointed and shall be the Agent for the Finance Parties under the Finance Documents (each as defined in the Amended and Restated Facilities Agreement) as successor to the Purchasers Retiring Agent; (ii) the Retiring Agent shall cease to be the Agent for the Finance Parties under the Finance Documents (each as defined in the Amended and Restated Facilities Agreement); (iii) the Retiring Agent shall be deemed to have transferred to the Acceding Agent all the rights, benefits and obligations of the Retiring Agent as Agent in, to and under the Finance Documents (as defined in the Amended and Restated Facilities Agreement) to which the Agent is a party, and the Issuers (or such earlier day as Acceding Agent shall be agreed by deemed to have accepted and assumed the Required Purchaserssame; and (iv) (the “Resignation Effective Date”). Upon receipt of any such notice of resignationRetiring Agent shall be deemed to have transferred to the Acceding Agent all the rights, the Required Purchasers shall have the right, acting unanimously, with the prior written consent benefits and obligations of the IssuersRetiring Agent as Agent in, to appoint a successor Agent. Upon and under the occurrence of an Event of Default that is continuingServices and Right to Use Direct Agreement, and the Issuers’ consent rights pursuant Acceding Agent shall be deemed to this Section 10.6(a) shall ceasehave accepted and assumed the same. (b) If no such The Acceding Agent accepts its appointment (as successor to the Retiring Agent) as Agent for the Finance Parties under the Finance Documents. The Acceding Agent and the Continuing Parties agree that the Acceding Agent and each of the Continuing Parties shall have the same rights and obligations among themselves as they would have had if the Acceding Agent had been so appointed upon consent of an original party to the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective DateFacilities Agreement. (c) The Required Purchasers, may, Parties agree that paragraph (c) of clause 28.12 (Replacement of the Agent) of the Amended and Restated Facilities Agreement shall apply to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent replacement of the Issuers Retiring Agent pursuant to paragraph (which consent shall not a) above, mutatis mutandis and as if the applicable date to be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or specified in the Collateral Agent, as applicable. If no such successor shall have been so appointed by notice from the Required Purchasers and shall have accepted such appointment within 30 days (Majority Lenders were the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the IssuersTime. (d) With effect from The Continuing Parties and the Resignation Effective Date or Acceding Agent hereby acknowledged and agree (including for the Removal Effective Date, as applicable, benefit of the Retiring Agent) that: (i) the retiring or removed Acceding Agent shall be discharged from not incur any liability to any person by reason of its duties and obligations appointment hereunder and under as Agent for any loss suffered by any person prior to the other Loan Documents and Effective Time or in relation to any action taken or not taken by the Retiring Agent on or prior to the Effective Time; and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Retiring Agent shall instead be made not incur any liability to any person by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance reason of a successor’s its previous appointment as Agent hereunder, such successor shall succeed for any loss suffered by any person in relation to and become vested with all of any action taken or not taken by the rights, powers, privileges and duties of Acceding Agent after the retiring or removed Effective Time. (e) The Retiring Agent (other than any rights agrees to indemnity payments or other amounts due pursuant to Section 2.5(b) owed make available to the retiring or removed Agent), Acceding Agent such documents and records and provide such assistance as the retiring or removed Acceding Agent shall be discharged from all may reasonably request for the purposes of performing its duties and obligations hereunder or function as Agent under the other Loan Documents Finance Documents. (if not already discharged therefrom as provided in the preceding sentence). f) The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower acknowledges this Clause 7 and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 shall continue in effect for the benefit of such retiring or removed 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 Agent confirms that it was acting as Agentsuitably consulted.

Replacement of Agent. (a) Any The Agent may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Sellers not less than 45 days' prior notice in writing or such shorter prior notice as the Sellers may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time by giving thirty (30) days prior notice of its resignation to remove the Purchasers existing Agent and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agentnew warrant agent. Upon In the occurrence event of an Event the Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of Default that is continuingacting hereunder, the Issuers’ consent rights pursuant Sellers shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Sellers, the retiring Agent or any Warrantholder may apply to a justice of the Ontario Court of Justice (General Division) at the Seller's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant Agent so appointed by the Seller or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 10.6(a) 9.8 shall ceasebe a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Sellers, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Agent and appointment of a successor warrant Agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Sellers, the predecessor Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Agent hereunder and all securities, documents of title and other instruments, and all monies and properties, held by the Agent hereunder. (b) If no such successor shall have been so appointed upon consent Upon the appointment of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointedwarrant agent, such resignation the Sellers shall become effective promptly notify the Warrantholders thereof in accordance with such notice on the Resignation Effective Datemanner provided for in Section 10.2. (c) The Required PurchasersAny corporation into or with which the Agent may be merged or consolidated or amalgamated, may, or any corporation succeeding to the extent permitted by applicable Lawtrust business of the Agent, by giving thirty (30) days prior notice in writing shall be the successor to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent hereunder without any further act on its part or of any of the Issuers parties hereto, provided that such corporation would be eligible for appointment as a new warrant agent under subsection (which consent shall not be required if an Event a) of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuersthis Section 9.8. (d) With effect from Any Warrants certified but not delivered by a predecessor warrant agent may be certified by the Resignation Effective Date or successor warrant agent in the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all name of the rights, powers, privileges and duties of the retiring predecessor or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agentwarrant agent.

Replacement of Agent. (a1) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Parent. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimouslywith the prior consent of the Parent, to appoint a successor, which shall be a Lender and having an office in Toronto, Ontario or an Affiliate of any such Lender with an office in Toronto. The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agent and the Parent as long as the Majority Lenders, with the prior written consent of the IssuersParent, to appoint and obtain the acceptance of a successor Agent. Upon the occurrence within such 30 days, which shall be a Lender having an office in Toronto, or an Affiliate of any such Lender with an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseoffice in Toronto. (b2) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 14.07(1); provided that if the Agent shall notify the Parent and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (ia) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (iib) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (3) Upon the acceptance of a successor’s appointment as Agent hereunderxxxxxxxxx, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentence)paragraph) other than as a result of such former Agent’s gross negligence or willful misconduct. The fees payable by the Issuers Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrowers and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X 14 and of Section 11.3, 11.4 and Section 11.5 Article 17 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Principal Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Lenders shall have the right, acting unanimously, with the prior written consent of the IssuersPrincipal Borrower, such consent not to be unreasonably withheld, to appoint a successor, which shall be a Lender having a Commitment and having an office in Toronto, Ontario or Calgary, Alberta, or an Affiliate of any such Lender with an office in Toronto, Ontario or Calgary, Alberta. The Agent may also be removed at any time by the Required Lenders upon 45 days’ notice to the Agent and the Principal Borrower as long as the Required Lenders, with the consent of the Principal Borrower, such consent not to be unreasonably withheld, appoint and obtain the acceptance of a successor within such 45 days, which, in the case of the Agent. Upon the occurrence , shall be a Lender having an office in Toronto, Ontario or Calgary, Alberta, or an Affiliate of any such Lender with an Event of Default that is continuingoffice in Toronto, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseOntario or Calgary, Alberta. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, and with the consent of the Principal Borrower, such consent not to be unreasonably withheld, appoint a successor Agent meeting the qualifications specified in Section 15.7(a), provided that if the Agent shall notify the Principal Borrower and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (c) Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrowers and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X Section 15.7 and of Section 11.3, 11.4 and Section 11.5 14.1 shall continue in effect for the benefit of such retiring or removed former Agent, its sub agents sub-Agent 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 such former Agent was acting as the Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimously, with the prior written consent of the IssuersBorrower, such consent not to be unreasonably withheld, to appoint a successor, which shall be a Lender having a Commitment and having an office in Toronto, Ontario or Calgary, Alberta, or an Affiliate of any such Lender with an office in Toronto, Ontario or Calgary, Alberta. The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Majority Lenders, with the consent of the Borrower, such consent not to be unreasonably withheld, appoint and obtain the acceptance of a successor within such 30 days, which, in the case of the Agent. Upon the occurrence , shall be a Lender having an office in Toronto, Ontario or Calgary, Alberta, or an Affiliate of any such Lender with an Event of Default that is continuingoffice in Toronto, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseOntario or Calgary, Alberta. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, and with the consent of the Borrower, such consent not to be unreasonably withheld, appoint a successor Agent meeting the qualifications specified in Section 15.7(a), provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i1) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii2) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (c) Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X Section 15.7 and of Section 11.3, 11.4 and Section 11.5 14.1 shall continue in effect for the benefit of such retiring or removed former Agent, its sub agents sub-Agent 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 such former Agent was acting as the Agent.

Replacement of Agent. (a1) Any Each Agent may resign at any time by giving thirty sixty (3060) days prior notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Lenders shall have the right, acting unanimously, with the prior written consent of the IssuersBorrower, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ Borrower’s consent rights pursuant to this Section 10.6(a8.8(1) shall cease. (b2) If no such successor shall have been so appointed upon by unanimous consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Lenders and shall have accepted such appointment within 30 sixty (60) days (after the “Removal Effective Date”)retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent, provided that if the retiring Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Creditors under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Lenders appoint a successor Agent as provided for above. pursuant to Section 8.8(1). (3) Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided in the preceding sentenceparagraph). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X 8 and of Section 11.3, 11.4 and Section 11.5 9.6 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time its agency and trust hereunder and be discharged from all further duties and liabilities hereunder, except as provided in this Section 10.10, by giving thirty (30) days prior notice of its resignation to the Purchasers Corporation and the Issuers (or Warrantholders not less than 30 business days notice in writing or, if a new Agent has been appointed, such earlier day shorter notice as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseCorporation accepts as sufficient. (b) If no such successor shall have been so appointed upon consent of The Warrantholders by Extraordinary Resolution may at any time remove the Required Purchasers Agent and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor new Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required PurchasersIf the Agent so resigns or is so removed or is dissolved, maybecomes bankrupt, to goes into liquidation or otherwise becomes incapable of acting hereunder, the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), Corporation will forthwith appoint a successor Administrative new Agent and/or the Collateral Agent, as applicable. If no such successor shall have unless a new Agent has already been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the IssuersWarrantholders . (d) With effect from Failing such appointment by the Resignation Effective Date Corporation, the retiring Agent or any Warrantholder may apply to the Removal Effective DateOntario Superior Court of Justice, on such notice as applicablethe Court directs, for the appointment of a new Agent, at the expense of the Corporation. (e) Any new Agent so appointed by the Corporation or by the Court will be subject to removal as aforesaid by the Warrantholders. (f) Any new Agent appointed under any provision of this Section 10.10 must be a corporation authorized to carry on the business of a trust company in Ontario and, if required by the applicable Law of any other province, in such other province. (g) On any such appointment, the new Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent without any further assurance, conveyance, act or deed, but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as, in the opinion of Counsel, are necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities to the new Agent, provided that, on any resignation or termination of the Agent and appointment of a successor Agent, the successor Agent will have executed an appropriate instrument accepting such appointment and, at the Request of the Corporation, the predecessor Agent, upon payment of its outstanding remuneration and expenses, will execute and deliver to the successor Agent an appropriate instrument transferring to such successor Agent all rights and powers of the Agent hereunder. (h) On the appointment of a new Agent, the Corporation will promptly give notice thereof to the Warrantholders. (i) A corporation into or with which the retiring Agent is merged or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments consolidated or other amounts due pursuant to Section 2.5(b) owed amalgamated, or a corporation succeeding to the retiring or removed trust business of the Agent, all payments, communications and determinations provided will be the successor to be made by, to or through the Agent shall instead hereunder without any further act on its part or on the part of any party hereto if such corporation would be made eligible for appointment as a new Agent under Section 10.10(f). (j) A Warrant Certificate certified but not delivered by a predecessor Agent may be delivered by the new or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Agent as provided for above. Upon in the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all name of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimouslywith the prior consent of the Borrower, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or Calgary Alberta or an Affiliate of any such Lender with an office in Toronto or Calgary. The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Majority Lenders, with the prior written consent of the IssuersBorrower, to appoint and obtain the acceptance of a successor Agent. Upon the occurrence within such 30 days, which shall have an office in Toronto/Calgary, or an Affiliate of any such Lender with an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseoffice in Toronto/Calgary. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 17.7(a), provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (ia) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed); and (iib) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X ARTICLE 17 and of Section 11.3, 11.4 and Section 11.5 ARTICLE 19 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a1) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Parent. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimouslywith the prior consent of the Parent, to appoint a successor, which shall be a Lender and having an office in Toronto, Ontario or an Affiliate of any such Lender with an office in Toronto. The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agent and the Parent as long as the Majority Lenders, with the prior written consent of the IssuersParent, to appoint and obtain the acceptance of a successor Agent. Upon the occurrence within such 30 days, which shall be a Lender having an office in Toronto, or an Affiliate of any such Lender with an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseoffice in Toronto. (b2) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 15.07(1); provided that if the Agent shall notify the Parent and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (ia) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (iib) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (3) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentence)paragraph) other than as a result of such former Agent’s gross negligence or willful misconduct. The fees payable by the Issuers Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrowers and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X ARTICLE 15 and of Section 11.3, 11.4 and Section 11.5 ARTICLE 17 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimouslywith the prior consent of the Borrower, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or Calgary Alberta or an Affiliate of any such Lender with an office in Toronto or Calgary. The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Majority Lenders, with the prior written consent of the IssuersBorrower, to appoint and obtain the acceptance of a successor Agentwithin such 30 days, which shall have an office in Toronto/Calgary, or an Affiliate of any such Lender with an office in Toronto/Calgary. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall cease.LEGAL_1:81779606.19 BMO – BNS - Berkshire –Credit Agreement (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 17.7(a), provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (ia) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed); and (iib) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (c) Upon the acceptance of a successor’s appointment as Agent hereunderxxxxxxxxx, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X 17 and of Section 11.3, 11.4 and Section 11.5 Article 19 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give written notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon On receipt of any such notice of resignation, the Required Purchasers Lenders shall have the right, acting unanimously, in consultation with the prior written consent of the IssuersBorrower, to appoint a successor Agent, which shall be a Lender having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in Xxxxxxx, Xxxxxxx. Upon The Agent may also be removed at any time by the occurrence Required Lenders on 30 days’ notice to the Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within those 30 days, which successor shall be a Lender having an Event office in Toronto, Ontario or an Affiliate of Default that is continuingany such Lender with an office in Xxxxxxx, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseXxxxxxx. (b) If no such successor shall have has (i) been so appointed upon consent of by the Required Purchasers Lenders, and shall have (ii) accepted the appointment within thirty (30) days after the retiring Agent gives notice of its resignation, or by such appointment earlier date as agreed by the Resignation Effective DateRequired Lenders, then the retiring Agent may (but shall not be obligated to) may, on behalf of the PurchasersLenders, appoint a successor Agent. Whether or Agent meeting the qualifications set out above and that is not a successor has been appointedDefaulting Lender; provided that, such resignation shall become effective in accordance with such notice on if the Resignation Effective Date. (c) The Required Purchasers, may, to Agent notifies the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers Borrower and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If Lenders that no such successor shall have been so appointed by the Required Purchasers and shall have qualifying Person has accepted such appointment within 30 days (the “Removal Effective Date”)that appointment, then such removal the resignation shall nonetheless become effective in accordance with such the retiring Agent’s notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that the retiring Agent shall continue to hold the Security Documents on behalf of the Lenders until a successor Agent is appointed), and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, as the Required Purchasers Lenders appoint a successor Agent as provided for above. Upon Agent. (c) On the acceptance of a successor’s appointment as Agent hereunderAgent, such the successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom from them as provided in the preceding sentenceprevious subsection). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 ARTICLE XVI shall continue in effect for the benefit of such retiring or removed the former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any Agent The Required Lenders may resign at any time request by giving thirty (30) days prior notice of its resignation to the Purchasers Administrative Agent and the Issuers (or such earlier day as shall be agreed by Borrower that the Required Purchasers) (the “Resignation Effective Date”)Administrative Agent resign. Upon receipt of any such notice the Administrative Agent shall resign, effective 10 days after receipt of such notice, as Administrative Agent under this Agreement and the other Loan Documents, and the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed and provided that the approval of the Borrower shall not be required for any Lender that was a Lender on the Extension Date), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the Required Purchasers retiring Administrative Agent’s resignation shall have nevertheless thereupon become effective, and the right, acting unanimously, with the prior written consent Lenders shall assume and perform all of the Issuers, to appoint a successor Agent. Upon the occurrence duties of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall cease. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers Lenders appoint a successor Agent agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the After any retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 8 shall continue in effect for the inure to its benefit of such retiring or removed 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 Administrative Agent under this Agreement and the retiring or removed Agent was acting as Agentother Loan Documents.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty so notifying the Company. If the Agent fails to discharge its obligations hereunder despite at least 60 days written notice from (30or on behalf of) days prior notice the Holders of its resignation to a majority in principal amount of the Purchasers Securities, such Holders may remove the Agent by so notifying the Agent and the Issuers (or Company, and such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to Holders may appoint a successor Agent. Upon The Company shall remove the occurrence Agent if: (1) the Agent fails to comply with Section 6.09; (2) the Agent is adjudged bankrupt or insolvent; (3) a receiver or other public officer takes charge of an Event the Agent or its property; or (4) the Agent otherwise becomes incapable of Default that acting. If the Agent resigns, is continuingremoved by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Agent, or if a vacancy exists in the office of Agent for any reason (the Agent in such event being referred to herein as the retiring Agent), the Issuers’ consent rights pursuant to this Section 10.6(a) Company shall cease. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, promptly appoint a successor Agent. Whether or not a A successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from deliver a written acceptance of its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed appointment to the retiring Agent and to the Company. Thereupon the resignation or removed Agent, all payments, communications and determinations provided to be made by, to or through removal of the retiring Agent shall instead be made by or to each Purchaser directlybecome effective, until such time, if any, as and the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with have all of the rights, powers, privileges powers and duties of the Agent under this Indenture. The successor Agent shall mail a notice of its succession to Securityholders. The retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed shall promptly transfer all property held by it as Agent to the retiring or removed successor Agent), and subject to the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as lien provided for in the preceding sentence)Section 6.07. The fees payable by the Issuers to If a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After does not take office within 60 days after the retiring Agent resigns or removed Agent’s resignation or removal hereunder and under the other Loan Documentsis removed, the provisions retiring Agent or the Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Agent. If the Agent fails to comply with Section 6.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Agent and the appointment of a successor Agent. Notwithstanding the replacement of the Agent pursuant to this Article X and of Section, the Company's obligations under Section 11.3, 11.4 and Section 11.5 6.06 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent.

Replacement of Agent. A resignation or removal of the Agent and appointment of a successor Agent shall become effective only upon the successor Agent’s acceptance of appointment as provided in this Section 6.5. The Agent may resign in writing at any time and be discharged from the trust hereby created upon 45 days prior notice to the Company, the Trustee and each Additional Pari Passu Agent. The Company may remove the Agent if: (a) Any the Agent may resign at any time by giving thirty (30) days prior notice of its resignation to is removed as Trustee under the Purchasers and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall cease.Indenture; (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance fails to comply with such notice on the Resignation Effective Date.Section 6.7 hereof; (c) The Required Purchasers, may, the Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the extent permitted Agent under any Bankruptcy Law; (d) a custodian or public officer takes charge of the Agent or its property; or (e) the Agent becomes incapable of acting. If the Agent resigns or is removed or if a vacancy exists in the office of Agent for any reason, the Company shall promptly appoint a successor Agent which complies with the eligibility requirements contained in the Indenture and each Additional Pari Passu Agreement. Within one year after the successor Agent takes office, the Required Secured Parties may appoint a successor Agent to replace the successor Agent appointed by applicable Law, by giving thirty (30) days the Grantors and prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent andan Event of Default, with the consent of the Issuers Company (which consent shall not to be required if an Event of Default is continuingunreasonably withheld), appoint . If a successor Administrative Agent and/or does not take office within 10 days after the Collateral retiring Agent resigns or is removed, the retiring Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (Company or the “Removal Effective Date”), then such removal shall nonetheless become effective holders of at least 10% in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses principal amount of the removed Agent related to then outstanding principal amount of Obligations may petition any court of competent jurisdiction for the transfer appointment of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed a successor Agent. A successor Agent shall be discharged from deliver a written acceptance of its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed appointment to the retiring Agent and to the Company. Thereupon, the resignation or removed Agent, all payments, communications and determinations provided to be made by, to or through removal of the retiring Agent shall instead be made by or to each Purchaser directlybecome effective, until such time, if any, as and the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with have all of the rights, powers, privileges powers and the duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), under this Agreement and the retiring or removed 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 in the preceding sentence)Security Documents. The fees payable by the Issuers to a successor Agent shall be mail a notice of its succession to the same Trustee and each Additional Pari Passu Agent. The retiring Agent shall promptly transfer all property held by it as those payable Agent to its predecessor unless otherwise agreed between the Issuer and such successorsuccessor Agent, provided that all sums owing to the Agent hereunder have been paid. After Notwithstanding replacement of the retiring or removed Agent’s resignation or removal hereunder and under the other Loan DocumentsAgent pursuant to this Section 6.5, the provisions of this Article X and of Grantors’ obligations under Section 11.3, 11.4 8.2 and Section 11.5 8.3 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agentagent.

Replacement of Agent. (a) Any Agent may resign at any time by giving thirty (30) days prior notice of its resignation to the Purchasers and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall cease. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section Sections 11.3, 11.4 and Section 11.5 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent.

Replacement of Agent. A resignation or removal of the Agent and appointment of a successor Agent shall become effective only upon the successor Agent’s acceptance of appointment as provided in this Section 6.5. The Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company, the Trustee and each Additional Pari Passu Agent. The Company may remove the Agent if: (a) Any the Agent may resign at any time by giving thirty is removed as Trustee under the Indenture; (30b) days prior notice of its resignation the Agent fails to comply with Section 6.7 hereof; (c) the Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Purchasers Agent under any Bankruptcy Law; (d) a custodian or public officer takes charge of the Agent or its property; or (e) the Agent becomes incapable of acting. If the Agent resigns or is removed or if a vacancy exists in the office of Agent for any reason, the Company shall promptly appoint a successor Agent which complies with the eligibility requirements contained in the Indenture and each Additional Pari Passu Agreement. Within one year after the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignationsuccessor Agent takes office, the Required Purchasers shall have Secured Parties may appoint a successor Agent to replace the rightsuccessor Agent appointed by the Grantors. If a successor Agent does not take office within 30 days after the retiring Agent resigns or is removed, acting unanimouslythe retiring Agent, with the prior written consent Company or the holders of at least 10% in principal amount of the Issuers, to appoint then outstanding principal amount of Obligations may petition any court of competent jurisdiction for the appointment of a successor Agent. Upon A successor Agent shall deliver a written acceptance of its appointment to the occurrence of an Event of Default that is continuingretiring Agent and to the Company. Thereupon, the Issuers’ consent rights resignation or removal of the retiring Agent shall become effective, and the successor Agent shall have all the rights, powers and the duties of the Agent under this Agreement and the Security Documents. The successor Agent shall mail a notice of its succession to the Trustee and each Additional Pari Passu Agent. The retiring Agent shall promptly transfer all property held by it as Agent to the successor Agent, provided that all sums owing to the Agent hereunder have been paid. Notwithstanding replacement of the Agent pursuant to this Section 10.6(a) shall cease. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents6.5, the provisions of this Article X and of Grantors’ obligations under Section 11.3, 11.4 8.2 and Section 11.5 8.3 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agentagent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimouslywith the prior consent of the Borrower, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or Calgary Alberta or an Affiliate of any such Lender with an office in Toronto or Calgary. The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Majority Lenders, with the prior written consent of Legal_1:35701022.7 the IssuersBorrower, to appoint and obtain the acceptance of a successor Agent. Upon the occurrence within such 30 days, which shall have an office in Toronto/Calgary, or an Affiliate of any such Lender with an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseoffice in Toronto/Calgary. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 17.7(a), provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (ia) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed); and (iib) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X ARTICLE 17 and of Section 11.3, 11.4 and Section 11.5 ARTICLE 19 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. ‌ (a) Any The Agent may resign at any time by giving thirty (30) days prior give written notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon On receipt of any such notice of resignation, the Required Purchasers Lenders shall have the right, acting unanimously, in consultation with the prior written consent of the IssuersBorrower, to appoint appoints a successor Agent. Upon The Agent may also be removed at any time by the occurrence Required Lenders on 30 days' notice to the Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceasea successor within those 30 days. (b) If no such successor shall have has (i) been so appointed upon consent of by the Required Purchasers Lender, and shall have (ii) accepted such the appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving within thirty (30) days prior after the retiring Agent gives notice in writing to the Issuers and the Agentsof its resignation, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, or by such earlier date as applicable. If no such successor shall have been so appointed agreed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”)Lenders, then such removal the resignation shall nonetheless become effective in accordance with such the retiring Agent's notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and the Agent will deliver to the Lenders all documents under the Agents control relating its duties hereunder, and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser the Lenders directly, until such time, if any, as the Required Purchasers Lenders appoint a successor Agent as provided for above. Upon Agent. (c) On the acceptance of a successor’s 's appointment as Agent hereunderAgent, such the successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom from them as provided in the preceding sentenceprevious subsection). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 shall continue in effect for the benefit of such retiring or removed the former Agent, its sub sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring or removed former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Lenders shall have the right, acting unanimously, with the prior written consent of the IssuersBorrower, such consent not to be unreasonably withheld, to appoint a successor, which shall be a Lender and having an office in Toronto, Ontario, or Calgary, Alberta, or an Affiliate of any such Lender with an office in Toronto or Calgary. The Agent may also be removed at any time by the Required Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Required Lenders, with the consent of the Borrower, such consent not to be unreasonably withheld, appoint and obtain the acceptance of a successor Agent. Upon the occurrence within such 30 days, which shall be a Lender having an office in Toronto or Calgary, or an Affiliate of any such Lender with an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseoffice in Toronto or Calgary. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, and with the consent of the Borrower, such consent not to be unreasonably withheld, appoint a successor Agent meeting the qualifications specified in Section 12.7(a), provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i1) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii2) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided purported to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X Section 12.7 and of Section 11.3, 11.4 and Section 11.5 11.1 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimouslywith the prior consent of the Borrower, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or Calgary Alberta or an Affiliate of any such Lender with an office in Toronto or Calgary. The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Majority Lenders, with the prior written consent of the IssuersBorrower, to appoint and obtain the acceptance of a successor Agent. Upon the occurrence within such 30 days, which shall have an office in Toronto/Calgary, or an Affiliate of any such Lender with an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseoffice in Toronto/Calgary. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 17.7(a), provided that if the Agent shall notify the Borrower and the LEGAL_1:83363388.10 RBC – AltaLink (the “Removal Effective Date”)AILP) – 2024 Amended and Restated Credit Agreement Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (ia) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed); and (iib) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (c) Upon the acceptance of a successor’s appointment as Agent hereunderxxxxxxxxx, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X ARTICLE 17 and of Section 11.3, 11.4 and Section 11.5 ARTICLE 19 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimouslywith the prior consent of the Borrower, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or Calgary Alberta or an Affiliate of any such Lender with an office in Toronto or Calgary. The Agent may also be removed at any time by the Majority Lenders upon 30 days' notice to the Agent and the Borrower as long as the Majority Lenders, with the prior written consent of the IssuersBorrower, to appoint and obtain the acceptance of a successor Agent. Upon the occurrence within such 30 days, which shall have an office in Toronto/Calgary, or an Affiliate of any such Lender with an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseoffice in Toronto/Calgary. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section l 7.7(a), provided that if the Agent shall notify the Borrower and the LEGAL_1:22094689.5 Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (ia) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed); and (iib) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for above. above in the preceding paragraph. (c) Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X ARTICLE 17 and of Section 11.3, 11.4 and Section 11.5 ARTICLE 19 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent. (d) The Parties hereto agree that notwithstanding the forgoing section, as of the date of this Agreement The Toronto-Dominion Bank shall have been replaced by RBC as Agent under the Existing Credit Agreement and RBC shall have been appointed successor Agent, and each of the parties hereto confirms and agrees with such appointment.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give written notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon On receipt of any such notice of resignation, the Required Purchasers Lenders shall have the right, acting unanimously, in consultation with the prior written consent of the IssuersBorrower, to appoint a successor Agent, which shall be a Lender having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in Toronto, Ontario. Upon The Agent may also be removed at any time by the occurrence Required Lenders on 30 days' notice to the Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within those 30 days, which successor shall be a Lender having an Event office in Toronto, Ontario or an Affiliate of Default that is continuingany such Lender with an office in Toronto, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseOntario. (b) If no such successor shall have has (i) been so appointed upon consent of by the Required Purchasers Lxxxxxx, and shall have (ii) accepted the appointment within thirty (30) days after the retiring Agent gives notice of its resignation, or by such appointment earlier date as agreed by the Resignation Effective DateRequired Lxxxxxx, then the retiring Agent may (but shall not be obligated to) may, on behalf of the PurchasersLenders, appoint a successor Agent. Whether or Agent meeting the qualifications set out above and that is not a successor has been appointedDefaulting Lender; provided that, such resignation shall become effective in accordance with such notice on if the Resignation Effective Date. (c) The Required Purchasers, may, to Agent notifies the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers Borrower and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If Lenders that no such successor shall have been so appointed by the Required Purchasers and shall have qualifying Person has accepted such appointment within 30 days (the “Removal Effective Date”)that appointment, then such removal the resignation shall nonetheless become effective in accordance with such the retiring Agent's notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that the retiring Agent shall continue to hold the Security Documents on behalf of the Lenders until a successor Agent is appointed), and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, as the Required Purchasers Lenders appoint a successor Agent as provided for above. Upon Agent. (c) On the acceptance of a successor’s 's appointment as Agent hereunderAgent, such the successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom from them as provided in the preceding sentenceprevious subsection). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 Article 15 shall continue in effect for the benefit of such retiring or removed the former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any Subject to the appointment of a successor Agent as provided in this Clause: (i) the Agent may resign at any time by giving thirty (30) days not less than 30 days' prior notice of its resignation to the Purchasers Participants and to Xxxxxx'x Brewing Group; and (ii) the Issuers (or such earlier day as shall be agreed Majority Participants may remove the Agent from office by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such giving not less than 30 days' prior notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseXxxxxx'x Brewing Group. (b) If no such successor shall On notice of resignation or removal the Majority Participants have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, right to appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on Agent approved by Xxxxxx'x Brewing Group who accepts the Resignation Effective Dateappointment. (c) The Required PurchasersIf no successor Agent is appointed within 30 days after notice, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative retiring Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), may appoint a successor Administrative Agent and/or who accepts the Collateral Agent, appointment. Until the successor is appointed the Agent must continue to act as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuersagent. (d) With effect from On its appointment the Resignation Effective Date or successor Agent will have all the Removal Effective Daterights, as applicable, (i) powers and obligations of the retiring or removed Agent. The retiring Agent shall will be discharged from its duties rights, powers and obligations hereunder obligations. (e) The retiring Agent must execute and under the other Loan Documents and (ii) except for any indemnity payments deliver all documents or other amounts due pursuant agreements that are necessary or in its opinion desirable to Section 2.5(b) owed transfer to the successor Agent each Security Interest and Guarantee held by the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser directly, until such time, if any, as effect the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the successor Agent. (f) After any retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Agent’s 's resignation or removal hereunder and under the other Loan Documentsremoval, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 shall Clause will continue in effect for the benefit of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken anything done or omitted to be taken done by any of them it while the retiring or removed Agent it was acting as Agent. (g) Xxxxxx'x Brewing Group must not unreasonably withhold its approval of any proposed successor Agent and must respond as soon as practicable to any request for approval. (h) The Borrower and Xxxxxx'x Brewing Group (jointly and severally) must pay the costs in respect of its resignation, removal and replacement under Clause 32.15(a)(i) or (ii).

Replacement of Agent. (a) Any Agent may resign at any time by giving thirty (30) days prior notice of its resignation to the Purchasers and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall cease. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent.and

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon receipt of any such notice of resignation, the Required Purchasers Majority Lenders shall have the right, acting unanimouslywith the prior consent of the Borrower, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or Calgary Alberta or an Affiliate of any such Lender with an office in Toronto or Calgary. The Agent may also be removed at any time by the Majority Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Majority Lenders, with the prior written consent of the IssuersBorrower, to appoint and obtain the acceptance of a successor Agent. Upon the occurrence within such 30 days, which shall have an office in Toronto/Calgary, or an Affiliate of any such Lender with an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseoffice in Toronto/Calgary. (b) If no such successor shall have been so appointed upon consent of the Required Purchasers and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required Purchasers, may, to the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If no such successor shall have been so appointed by the Required Purchasers Majority Lenders and shall have accepted such appointment within 30 days (after the “Removal Effective Date”retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 17.7(a), provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (ia) the retiring or removed 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 the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed); and (iib) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, time as the Required Purchasers Majority Lenders appoint a successor Agent as provided for aboveabove in the preceding paragraph. RBC – AltaLink (AILP) – 2016 Credit Agreement (c) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former 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 in the preceding sentenceparagraph). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X ARTICLE 17 and of Section 11.3, 11.4 and Section 11.5 ARTICLE 19 shall continue in effect for the benefit of such retiring or removed former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time its trust hereunder and be discharged from all further duties and liabilities hereunder, except as provided in this Section 10.10, by giving thirty (30) days prior notice of its resignation to the Purchasers Corporation and the Issuers (or Warrantholders not less than 30 business days notice in writing or, if a new Agent has been appointed, such earlier day shorter notice as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”). Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, acting unanimously, with the prior written consent of the Issuers, to appoint a successor Agent. Upon the occurrence of an Event of Default that is continuing, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseCorporation accepts as sufficient. (b) If no such successor shall have been so appointed upon consent of The Warrantholders by Extraordinary Resolution may at any time remove the Required Purchasers Agent and shall have accepted such appointment by the Resignation Effective Date, then the retiring Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint a successor new Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (c) The Required PurchasersIf the Agent so resigns or is so removed or is dissolved, maybecomes bankrupt, to goes into liquidation or otherwise becomes incapable of acting hereunder, the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), Corporation will forthwith appoint a successor Administrative new Agent and/or the Collateral Agent, as applicable. If no such successor shall have unless a new Agent has already been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the IssuersWarrantholders. (d) With effect from Failing such appointment by the Resignation Effective Date Corporation, the retiring Agent or any Warrantholder may apply to the Removal Effective DateOntario Superior Court of Justice, on such notice as applicablethe Court directs, for the appointment of a new Agent, at the expense of the Corporation. (e) Any new Agent so appointed by the Corporation or by the Court will be subject to removal as aforesaid by the Warrantholders. (f) Any new Agent appointed under any provision of this Section 10.10 must be a corporation authorized to carry on the business of a trust company in Ontario and, if required by the applicable Law of any other province, in such other province. (g) On any such appointment, the new Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent without any further assurance, conveyance, act or deed, but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as, in the opinion of Counsel, are necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities to the new Agent, provided that, on any resignation or termination of the Agent and appointment of a successor Agent, the successor Agent will have executed an appropriate instrument accepting such appointment and, at the Request of the Corporation, the predecessor Agent, upon payment of its outstanding remuneration and expenses, will execute and deliver to the successor Agent an appropriate instrument transferring to such successor Agent all rights and powers of the Agent hereunder. (h) On the appointment of a new Agent, the Corporation will promptly give notice thereof to the Warrantholders. (i) A corporation into or with which the retiring Agent is merged or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments consolidated or other amounts due pursuant to Section 2.5(b) owed amalgamated, or a corporation succeeding to the retiring or removed trust business of the Agent, all payments, communications and determinations provided will be the successor to be made by, to or through the Agent shall instead hereunder without any further act on its part or on the part of any party hereto if such corporation would be made eligible for appointment as a new Agent under Section 10.10(f). (j) A Warrant Certificate certified but not delivered by a predecessor Agent may be delivered by the new or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor Agent as provided for above. Upon in the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all name of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent), and the retiring or removed 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 in the preceding sentence). The fees payable by the Issuers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 shall continue in effect for the benefit of such retiring or removed 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 Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give written notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon On receipt of any such notice of resignation, the Required Purchasers Lenders shall have the right, acting unanimously, in consultation with the prior written consent of the IssuersBorrower, to appoint a successor Agent, which shall be a Lender having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in Txxxxxx, Xxxxxxx. Upon The Agent may also be removed at any time by the occurrence Required Lenders on 30 days' notice to the Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within those 30 days, which successor shall be a Lender having an Event office in Toronto, Ontario or an Affiliate of Default that is continuingany such Lender with an office in Txxxxxx, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseXxxxxxx. (b) If no such successor shall have has (i) been so appointed upon consent of by the Required Purchasers Lenders, and shall have (ii) accepted the appointment within thirty (30) days after the retiring Agent gives notice of its resignation, or by such appointment earlier date as agreed by the Resignation Effective DateRequired Lenders, then the retiring Agent may (but shall not be obligated to) may, on behalf of the PurchasersLenders, appoint a successor Agent. Whether or Agent meeting the qualifications set out above and that is not a successor has been appointedDefaulting Lender; provided that, such resignation shall become effective in accordance with such notice on if the Resignation Effective Date. (c) The Required Purchasers, may, to Agent notifies the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers Borrower and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If Lenders that no such successor shall have been so appointed by the Required Purchasers and shall have qualifying Person has accepted such appointment within 30 days (the “Removal Effective Date”)that appointment, then such removal the resignation shall nonetheless become effective in accordance with such the retiring Agent's notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that the retiring Agent shall continue to hold the Security Documents on behalf of the Lenders until a successor Agent is appointed), and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, as the Required Purchasers Lenders appoint a successor Agent as provided for above. Upon Agent. (c) On the acceptance of a successor’s 's appointment as Agent hereunderAgent, such the successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom from them as provided in the preceding sentenceprevious subsection). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 Article XVI shall continue in effect for the benefit of such retiring or removed the former Agent, its sub 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 former Agent was acting as Agent.

Replacement of Agent. (a) Any The Agent may resign at any time by giving thirty (30) days prior give written notice of its resignation to the Purchasers Lenders and the Issuers (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”)Borrower. Upon On receipt of any such notice of resignation, the Required Purchasers Lenders shall have the right, acting unanimously, in consultation with the prior written consent of the IssuersBorrower, to appoint a successor Agent, which shall be a Lender having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in Xxxxxxx, Xxxxxxx. Upon The Agent may also be removed at any time by the occurrence Required Lenders on 30 days' notice to the Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within those 30 days, which successor shall be a Lender having an Event office in Toronto, Ontario or an Affiliate of Default that is continuingany such Lender with an office in Xxxxxxx, the Issuers’ consent rights pursuant to this Section 10.6(a) shall ceaseXxxxxxx. (b) If no such successor shall have has (i) been so appointed upon consent of by the Required Purchasers Lenders, and shall have (ii) accepted the appointment within thirty (30) days after the retiring Agent gives notice of its resignation, or by such appointment earlier date as agreed by the Resignation Effective DateRequired Lenders, then the retiring Agent may (but shall not be obligated to) may, on behalf of the PurchasersLenders, appoint a successor Agent. Whether or Agent meeting the qualifications set out above and that is not a successor has been appointedDefaulting Lender; provided that, such resignation shall become effective in accordance with such notice on if the Resignation Effective Date. (c) The Required Purchasers, may, to Agent notifies the extent permitted by applicable Law, by giving thirty (30) days prior notice in writing to the Issuers Borrower and the Agents, remove either the Administrative Agent and/or the Collateral Agent and, with the consent of the Issuers (which consent shall not be required if an Event of Default is continuing), appoint a successor Administrative Agent and/or the Collateral Agent, as applicable. If Lenders that no such successor shall have been so appointed by the Required Purchasers and shall have qualifying Person has accepted such appointment within 30 days (the “Removal Effective Date”)that appointment, then such removal the resignation shall nonetheless become effective in accordance with such the retiring Agent's notice on the Removal Effective Date. Notwithstanding anything to the contrary herein, no later than the Removal Effective Date, (i) all fees, charges, expenses and other amounts owing to any removed Agent and (ii) all fees, charges and expenses of the removed Agent related to the transfer of agency or Collateral, in each case, must be paid in full in cash to the removed Agent by the Issuers. (d) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that the retiring Agent shall continue to hold the Security Documents on behalf of the Lenders until a successor Agent is appointed), and (ii) except for any indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Purchaser Lender directly, until such time, if any, as the Required Purchasers Lenders appoint a successor Agent as provided for above. Upon Agent. (c) On the acceptance of a successor’s 's appointment as Agent hereunderAgent, such the successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments or other amounts due pursuant to Section 2.5(b) owed to the retiring or removed former Agent), and the retiring or removed former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom from them as provided in the preceding sentenceprevious subsection). The fees payable by the Issuers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer Borrower and such successor. After the retiring or removed termination of the service of the former Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and of Section 11.3, 11.4 and Section 11.5 ARTICLE XVI shall continue in effect for the benefit of such retiring or removed the former Agent, its sub 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 former Agent was acting as Agent.