Common use of Replacement of Agent Clause in Contracts

Replacement of Agent. (1) The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, subject to the consent of the Borrowers (provided no Event of Default has occurred and is continuing), to appoint a successor, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in Xxxxxxx, Xxxxxxx. The Agent may also be removed at any time by the Majority Lenders or the Borrowers upon 30 days' notice to the Agent, the Borrowers and the Lenders as long as the Majority Lenders, subject to consent of the Borrowers (provided no Event of Default has occurred and is continuing) or the Borrowers, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario or Montreal, Quebec, or an Affiliate of any such Lender with an office in Toronto, Ontario or Montreal, Quebec. (2) If no such successor shall have been so appointed by the Majority Lenders 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 14.01, provided that if the Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders or the Borrowers appoint a successor Agent as provided for above in the preceding paragraph. (3) Upon 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 former Agent, and the 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 paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the termination of the service of the former Agent, the provisions of this Article 14 and of Article 13 shall continue in effect for the benefit of such former 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 former Agent was acting as Agent. (4) Any resignation by RBC as Agent pursuant to this section shall also constitute its resignation as Issuing Lender and Swingline Lender. If RBC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all Obligations with respect thereto, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations with respect to Letters of Credit under Section 6.01(5). If RBC resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(3). Upon the appointment by the Borrowers of a successor Issuing Lender or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Non-Funding Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as applicable, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to RBC to effectively assume the obligations of RBC with respect to such Letters of Credit.

Replacement of Agent. (1) The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Majority Required Lenders shall will have the right, subject to right in consultation with the consent of the Borrowers (provided no Event of Default has occurred and is continuing)Borrowers, to appoint a successor, which shall will be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario, or an Affiliate of any such Lender with an office in XxxxxxxToronto, XxxxxxxOntario. The Agent may also be removed at any time by the Majority Required Lenders or the Borrowers upon 30 days' ’ notice to the Agent, Agent and the Borrowers and the Lenders as long as the Majority Required Lenders, subject to consent of the Borrowers (provided no Event of Default has occurred and is continuing) or in consultation with the Borrowers, appoint and obtain the acceptance of a successor within such 30 days, which shall will be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario or Montreal, QuebecOntario, or an Affiliate of any such Lender with an office in Toronto, Ontario or Montreal, QuebecOntario. (2) If no such successor shall will have been so appointed by the Majority Required Lenders and shall will have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications specified in Section 14.0113.06(1), provided that if the Agent shall will notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall will nonetheless become effective in accordance with such notice on the Resignation Effective Date and (1y) the retiring Agent shall will 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 will continue to hold such collateral security until such time as a successor Agent is appointed) and (2z) all payments, communications and determinations provided to be made by, to or through the Agent shall will instead be made by or to each Lender directly, until such time as the Majority Required Lenders or the Borrowers appoint a successor Agent as provided for above in the preceding paragraph. (3) Upon If the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrowers and such Person remove such Person as Agent and, in consultation with the Borrowers, appoint a successor's . If no such successor will have been so appointed by the Required Xxxxxxx and will have accepted such appointment, within 30 days (or such earlier day as will be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal will nonetheless become effective in accordance with such notice on the Removal Effective Date. (4) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall will succeed to and become vested with all of the rights, powers, privileges and duties of the former retiring removed Agent, and the former retiring or removed Agent shall will 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 paragraph)Documents. The fees payable by the Borrowers to a successor Agent shall will be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the termination of retiring or removed Agent’s resignation or removal hereunder and under the service of the former Agentother Loan Documents, the provisions of this Article 14 13 and of Article 13 shall Section 13.08 will continue in effect for the benefit of such former retiring or removed Agent, its sub-sub agents and their respective Related Parties Persons in respect of any actions taken or omitted to be taken by any of them while the former retiring or removed Agent was acting as Agent. (4) Any resignation by RBC as Agent pursuant to this section shall also constitute its resignation as Issuing Lender and Swingline Lender. If RBC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all Obligations with respect thereto, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations with respect to Letters of Credit under Section 6.01(5). If RBC resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(3). Upon the appointment by the Borrowers of a successor Issuing Lender or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Non-Funding Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as applicable, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to RBC to effectively assume the obligations of RBC with respect to such Letters of Credit.

Replacement of Agent. (1a) The In the event (i) the Agent ceases to be a Senior Lender; or (ii) there is another Commercial Lender (other than the Agent), the Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Lenders shall BDC will have the right, subject to right in consultation with the consent of the Borrowers (provided no Event of Default has occurred and is continuing)Borrower, to appoint a successor, which shall will be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, OntarioCanada, or an Affiliate of any such Lender with an office in Xxxxxxx, XxxxxxxCanada. The Agent may also be removed at any time by BDC when the Majority Lenders or the Borrowers Agent is consistently failing to perform its duties under this Agreement upon 30 days' ’ notice to the Agent, the Borrowers Agent and the Lenders Borrower as long as BDC, in consultation with the Majority LendersBorrower, subject to consent of the Borrowers (provided no Event of Default has occurred appoints and is continuing) or the Borrowers, appoint and obtain obtains the acceptance of a successor within such 30 days, which shall successor will be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario Toronto or Montreal, QuebecMontréal, or an Affiliate of any such Lender with an office in Toronto, Ontario or Montreal, QuebecCanada. (2b) If no such successor shall will have been so appointed by the Majority Lenders BDC and shall will 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 14.0111.7(a) (which for - 39 - certainty may not be BDC), provided that if the Agent shall will notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall will nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall will 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 Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent shall will continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall will instead be made by or to each Lender directly, until such time as the Majority Lenders or the Borrowers appoint BDC appoints a successor Agent as provided for above in the preceding paragraph. (3c) Upon a successor's appointment as Agent hereunder, such successor shall will succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the former Agent shall will 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 paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall will be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the termination of the service of the former Agent, the provisions of this Article 14 11 and of Article 13 shall Section 13.5 will continue in effect for the benefit of such former Agent, its 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 former Agent was acting as Agent. (4d) Any resignation by RBC If there is no Lender that meets the qualifications specified in Section 11.7(a) except for BDC or if none of BDC and the other Lenders (excluding the existing Agent) is prepared to act as Agent pursuant to this section shall also constitute its resignation as Issuing the successor Agent, then a Person that is not a Lender but has nationally recognized qualifications and Swingline Lender. If RBC resigns as an Issuing Lender, it shall retain all experience in performing the rights, powers, privileges and duties of Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all Obligations with respect theretoan administrative agent, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, may be appointed as the case may be, or fund risk participations with respect to Letters of Credit under Section 6.01(5). If RBC resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(3). Upon the appointment by the Borrowers of a successor Issuing Lender or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Non-Funding Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as applicable, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to RBC to effectively assume the obligations of RBC with respect to such Letters of CreditAgent.

Replacement of Agent. (1a) The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, subject to with the consent of the Borrowers (provided no Event of Default has occurred and is continuing)Borrower, such consent not to be unreasonably withheld, to appoint a successor, which shall be a Lender having a Syndicated Commitment to a revolving credit if one or more is established in exists under this Agreement and having an office in Toronto, Ontario, or Calgary, Alberta, or an Affiliate of any such Lender with an office in Xxxxxxx, XxxxxxxToronto or Calgary. The Agent may also be removed at any time by the Majority Required Lenders or the Borrowers upon 30 days' ’ notice to the Agent, the Borrowers Agent and the Lenders Borrower as long as the Majority Required Lenders, subject to with the consent of the Borrowers (provided no Event of Default has occurred and is continuing) or the BorrowersBorrower, such consent not to be unreasonably withheld, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario Toronto or Montreal, QuebecCalgary, or an Affiliate of any such Lender with an office in Toronto, Ontario Toronto or Montreal, QuebecCalgary. (2b) If no such successor shall have been so appointed by the Majority Required Lenders 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, and with the consent of the Borrower, such consent not to be unreasonably withheld, appoint a successor Agent meeting the qualifications specified in Section 14.0113.7(a), provided that if the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 (2) all payments, communications and determinations provided purported to be made by, to or through the Agent shall instead be made by or to each Lender and the Swingline Lender directly, until such time as the Majority Required Lenders or the Borrowers appoint a successor Agent as provided for above in the preceding paragraph. (3c) Upon 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 former Agent, and the 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 paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the termination of the service of the former Agent, the provisions of this Article 14 Section 13.7 and of Article 13 Section 12.1 shall continue in effect for the benefit of such former 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 former Agent was acting as Agent. (4) Any resignation by RBC as Agent pursuant to this section shall also constitute its resignation as Issuing Lender and Swingline Lender. If RBC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all Obligations with respect thereto, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations with respect to Letters of Credit under Section 6.01(5). If RBC resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(3). Upon the appointment by the Borrowers of a successor Issuing Lender or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Non-Funding Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as applicable, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to RBC to effectively assume the obligations of RBC with respect to such Letters of Credit.

Replacement of Agent. (1) The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender Bank and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, subject to in consultation with the consent of the Borrowers (provided no Event of Default has occurred and is continuing)Borrower, to appoint a successor, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, OntarioOntario or Montréal, Québec, or an Affiliate of any such Lender with an office in Xxxxxxx, XxxxxxxToronto or Montréal. The Agent may also be removed at any time by the Majority Required Lenders or the Borrowers upon 30 days' ’ notice to the Agent, the Borrowers Agent and the Lenders Borrower as long as the Majority Required Lenders, subject to consent of in consultation with the Borrowers (provided no Event of Default has occurred and is continuing) or the BorrowersBorrower, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario Toronto or Montreal, QuebecMontréal, or an Affiliate of any such Lender with an office in Toronto, Ontario Toronto or Montreal, QuebecMontréal. (2) If no such successor shall have been so appointed by the Majority Required Lenders 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 14.01Agent, provided that if the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Majority Required Lenders or the Borrowers appoint a successor Agent as provided for above in the preceding paragraph. (3) Upon 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 former Agent, and the 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 paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the termination of the service of the former Agent, the provisions of this Article 14 and of Article 13 Section shall continue in effect for the benefit of such former 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 former Agent was acting as Agent. (4) Any resignation by RBC as Agent pursuant to this section shall also constitute its resignation as Issuing Lender and Swingline Lender. If RBC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all Obligations with respect thereto, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations with respect to Letters of Credit under Section 6.01(5). If RBC resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(3). Upon the appointment by the Borrowers of a successor Issuing Lender or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Non-Funding Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as applicable, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to RBC to effectively assume the obligations of RBC with respect to such Letters of Credit.

Replacement of Agent. (1) The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowersParent. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, subject to with the prior consent of the Borrowers (provided no Event of Default has occurred and is continuing)Parent, to appoint a successor, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario, Ontario or an Affiliate of any such Lender with an office in Xxxxxxx, XxxxxxxToronto. The Agent may also be removed at any time by the Majority Lenders or the Borrowers upon 30 days' ’ notice to the Agent, the Borrowers Agent and the Lenders Parent as long as the Majority Lenders, subject to with the prior consent of the Borrowers (provided no Event of Default has occurred and is continuing) or the BorrowersParent, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having a Commitment to a revolving credit if one or more is established in this Agreement and having an office in Toronto, Ontario or Montreal, Quebec, or an Affiliate of any such Lender with an office in Toronto, Ontario or Montreal, Quebec. (2) If no such successor shall have been so appointed by the Majority Lenders 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 14.01, 15.07(1); provided that if the Agent shall notify the Borrowers Parent and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring 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 (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders or the Borrowers appoint a successor Agent as provided for above in the preceding paragraph. (3) Upon a successor's ’s appointment as Agent hereunderxxxxxxxxx, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the 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 paragraph)) other than as a result of such former Agent’s gross negligence or willful misconduct. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the termination of the service of the former Agent, the provisions of this Article 14 ARTICLE 15 and of Article 13 ARTICLE 17 shall continue in effect for the benefit of such former 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 former Agent was acting as Agent. (4) Any resignation by RBC as Agent pursuant to this section shall also constitute its resignation as Issuing Lender and Swingline Lender. If RBC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all Obligations with respect thereto, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations with respect to Letters of Credit under Section 6.01(5). If RBC resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Advances or US Base Rate Advances, as the case may be, or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(3). Upon the appointment by the Borrowers of a successor Issuing Lender or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Non-Funding Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as applicable, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to RBC to effectively assume the obligations of RBC with respect to such Letters of Credit.