Common use of Resignation of Administrative Agent and Security Agent Clause in Contracts

Resignation of Administrative Agent and Security Agent. The Administrative Agent and/or the Security Agent may resign as the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ written notice to the Lenders and the Company; provided that no such notice period shall be required with respect to the SPV Security Agent’s resignation pursuant to Section 6.22(b)(i)(B); provided further that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent and/or the Security Agent, as applicable, shall not be permitted to resign until the earlier to occur of (a) the date of the appointment of the successor agent or (b) the date that is 30 days after the last day of such ten-day period. If the Administrative Agent and/or the Security Agent is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ notice. Upon the resignation or removal of the Administrative Agent and/or the Security Agent under this Section 9.06, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1, which such appointment shall be subject to the consent of the Company (which consent may be withheld at the Company’s sole discretion) at all times other than during the existence of an Event of Default under Section 8.01(a) or Section 8.01(f). If no successor agent is appointed by the Required Lenders prior to the effective date of the resignation or removal of the Administrative Agent and/or the Security Agent, the retiring or removed Administrative Agent and/or Security Agent, as applicable, may appoint, after consulting with the Lenders and Company, a successor agent from among the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1; provided that if the Administrative Agent and/or the Security Agent, as applicable, shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring or removed Administrative Agent and/or the Security 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 Administrative Agent or the Security Agent on behalf of the Lenders, an L/C Issuer or an Alternative L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent or Security Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Security Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent and/or the Security Agent, as applicable, shall instead be made by or to each Lender, L/C Issuer or Alternative L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent and/or Security Agent as provided for above in this Section 9.06. So long as no Default or Event of Default has occurred and is continuing, the Company may in its absolute discretion, by notice to the Administrative Agent and/or the Security Agent, as applicable, require the Administrative Agent and/or the Security Agent, as applicable, to resign by giving 15 days’ notice, in which case the Administrative Agent and/or the Security Agent, as applicable, shall resign and the Company shall appoint a successor Administrative Agent and/or Security Agent (without any Lender’s consent). The Company may exercise such right to replace the Administrative Agent and/or the Security Agent twice during the life of the Facilities. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Security Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Security Agent. Upon resignation or removal, the retiring or removed Administrative Agent and/or Security Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable to a successor Administrative Agent and/or Security Agent shall be the same as those payable to its predecessor on the 2021 Amendment Effective Date unless otherwise agreed with such successor. After the retiring Administrative Agent’s or Security Agent’s resignation or the removed Administrative Agent’s or Security Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 and Section 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent and/or Security Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent and/or Security Agent was acting as Administrative Agent and/or Security Agent, as applicable, and the retiring or removed Administrative Agent and/or Security Agent shall continue to be subject to Section 10.08. Any resignation by or removal of The Bank of Nova Scotia as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer, Alternative L/C Issuer and Swing Line Lender, as applicable. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Alternative L/C Issuer and Swing Line Lender, (B) the retiring L/C Issuer, Alternative L/C Issuer 95007615_1 and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (C) the successor L/C Issuer and Alternative L/C Issuer shall issue letters of credit in substitution for the Letters of Credit or Alternative Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer and Alternative L/C Issuer to effectively assume the obligations of the retiring L/C Issuer and Alternative L/C Issuer with respect to such Letters of Credit or Alternative Letters of Credit.

Resignation of Administrative Agent and Security Agent. The Administrative Agent and/or the Security Agent may resign as the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ written notice to the Lenders and the Company; provided that no such notice period shall be required with respect to the SPV Security Agent’s resignation pursuant to Section 6.22(b)(i)(B6.23(b)(i)(B); provided further that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent and/or the Security Agent, as applicable, shall not be permitted to resign until the earlier to occur of (a) the date of the appointment of the successor agent or (b) the date that is 30 days after the last day of such ten-day period. If the Administrative Agent and/or the Security Agent is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ notice. Upon the resignation or removal of the Administrative Agent and/or the Security Agent under this Section 9.06, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1, which such appointment shall be subject to the consent of the Company (which consent may be withheld at the Company’s sole discretion) at all times other than during the existence of an Event of Default under Section 8.01(a) or Section 8.01(f(f). If no successor agent is appointed by the Required Lenders prior to the effective date of the resignation or removal of the Administrative Agent and/or the Security Agent, the retiring or removed Administrative Agent and/or Security Agent, as applicable, may appoint, after consulting with the Lenders and Company, a successor agent from among the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1; provided that if the Administrative Agent and/or the Security Agent, as applicable, shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring or removed Administrative Agent and/or the Security 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 Administrative Agent or the Security Agent on behalf of the Lenders, an L/C Issuer or an Alternative L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent or Security Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Security Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent and/or the Security Agent, as applicable, shall instead be made by or to each Lender, L/C Issuer or Alternative L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent and/or Security Agent as provided for above in this Section 9.06. So long as no Default or Event of Default has occurred and is continuing, the Company may in its absolute discretion, by notice to the Administrative Agent and/or the Security Agent, as applicable, require the Administrative Agent and/or the Security Agent, as applicable, to resign by giving 15 days’ notice, in which case the Administrative Agent and/or the Security Agent, as applicable, shall resign and the Company shall appoint a successor Administrative Agent and/or Security Agent (without any Lender’s consent). The Company may exercise such right to replace the Administrative Agent and/or the Security Agent twice during the life of the Facilities. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Security Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Security Agent. Upon resignation or removal, the retiring or removed Administrative Agent and/or Security Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable to a successor Administrative Agent and/or Security Agent shall be the same as those payable to its predecessor on the 2021 Amendment Effective Date unless otherwise agreed with such successor. After the retiring Administrative Agent’s or Security Agent’s resignation or the removed Administrative Agent’s or Security Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent and/or Security Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent and/or Security Agent was acting as Administrative Agent and/or Security Agent, as applicable, and the retiring or removed Administrative Agent and/or Security Agent shall continue to be subject to Section 10.08. Any resignation by or removal of The Bank of Nova Scotia as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer, Alternative L/C Issuer and Swing Line Lender, as applicable. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Alternative L/C Issuer and Swing Line Lender, (B) the retiring L/C Issuer, Alternative L/C Issuer 95007615_1 and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (C) the successor L/C Issuer and Alternative L/C Issuer shall issue letters of credit in substitution for the Letters of Credit or Alternative Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer and Alternative L/C Issuer to effectively assume the obligations of the retiring L/C Issuer and Alternative L/C Issuer with respect to such Letters of Credit or Alternative Letters of Credit.

Resignation of Administrative Agent and Security Agent. The Administrative Agent and/or the Security Agent may resign as the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ written notice to the Lenders and the CompanyInitial Borrower; provided that no such notice period shall be required with respect to the SPV Security Agent’s resignation pursuant to Section 6.22(b)(i)(B); provided further that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent and/or the Security Agent, as applicable, shall not be permitted to resign until the earlier to occur of (a) the date of the appointment of the successor agent or (b) the date that is 30 days after the last day of such ten-day period. If the Administrative Agent and/or the Security Agent is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ notice. Upon the resignation or removal of the Administrative Agent and/or the Security Agent under this Section 9.06, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1, which such appointment shall be subject to the consent of the Company Initial Borrower (which consent may be withheld at the CompanyInitial Borrower’s sole discretion) at all times other than during the existence of an Event of Default under Section 8.01(a) or Section 8.01(f(f). If no successor agent is appointed by the Required Lenders prior to the effective date of the resignation or removal of the Administrative Agent and/or the Security Agent, the retiring or removed Administrative Agent and/or Security Agent, as applicable, may appoint, after consulting with the Lenders and Companythe Initial Borrower, a successor agent from among the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1; provided that if the Administrative Agent and/or the Security Agent, as applicable, shall notify the Company Initial 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 (i) the retiring or removed Administrative Agent and/or the Security 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 Administrative Agent or the Security Agent on behalf of the Lenders, an L/C Issuer or an Alternative L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent or Security Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Security Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent and/or the Security Agent, as applicable, shall instead be made by or to each Lender, L/C Issuer or Alternative L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent and/or Security Agent as provided for above in this Section 9.06. So long as no Default or Event of Default has occurred and is continuing, the Company Initial Borrower may in its absolute discretion, by notice to the Administrative Agent and/or the Security Agent, as applicable, require the Administrative Agent and/or the Security Agent, as applicable, to resign by giving 15 days’ notice, in which case the Administrative Agent and/or the Security Agent, as applicable, shall resign and the Company Initial Borrower shall appoint a successor Administrative Agent and/or Security Agent (without any Lender’s consent). The Company Initial Borrower may exercise such right to replace the Administrative Agent and/or the Security Agent twice during the life of the Facilities. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Security Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Security Agent. Upon resignation or removal, the retiring or removed Administrative Agent and/or Security Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable to a successor Administrative Agent and/or Security Agent shall be the same as those payable to its predecessor on the 2021 Amendment Effective Date unless otherwise agreed with such successor. After the retiring Administrative Agent’s or Security Agent’s resignation or the removed Administrative Agent’s or Security Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent and/or Security Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent and/or Security Agent was acting as Administrative Agent and/or Security Agent, as applicable, and the retiring or removed Administrative Agent and/or Security Agent shall continue to be subject to Section 10.08. Any resignation by or removal of The Bank of Nova Scotia as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer, Alternative L/C Issuer and Swing Line Lender, as applicable. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Alternative L/C Issuer and Swing Line Lender, (B) the retiring L/C Issuer, Alternative L/C Issuer 95007615_1 and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (C) the successor L/C Issuer and Alternative L/C Issuer shall issue letters of credit in substitution for the Letters of Credit or Alternative Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer and Alternative L/C Issuer to effectively assume the obligations of the retiring L/C Issuer and Alternative L/C Issuer with respect to such Letters of Credit or Alternative Letters of Credit.

Resignation of Administrative Agent and Security Agent. The Administrative Agent and/or the Security Agent may resign as the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ written notice to the Lenders and the CompanyInitial Borrower; provided that no such notice period shall be required with respect to the SPV Security Agent’s resignation pursuant to Section 6.22(b)(i)(B); provided further that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent and/or the Security Agent, as applicable, shall not be permitted to resign until the earlier to occur of (a) the date of the appointment of the successor agent or (b) the date that is 30 days after the last day of such ten-day period. If the Administrative Agent and/or the Security Agent is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ notice. Upon the resignation or removal of the Administrative Agent and/or the Security Agent under this Section 9.06, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1, which such appointment shall be subject to the consent of the Company Initial Borrower (which consent may be withheld at the CompanyInitial Borrower’s sole discretion) at all times other than during the existence of an Event of Default under Section 8.01(a) or Section 8.01(f(f). If no successor agent is appointed by the Required Lenders prior to the effective date of the resignation or removal of the Administrative Agent and/or the Security Agent, the retiring or removed Administrative Agent and/or Security Agent, as applicable, may appoint, after consulting with the Lenders and Companythe Initial Borrower, a successor agent from among the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1; provided that if the Administrative Agent and/or the Security Agent, as applicable, shall notify the Company Initial 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 (i) the retiring or removed Administrative Agent and/or the Security 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 Administrative Agent or the Security Agent on behalf of the Lenders, an L/C Issuer or an Alternative L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent or Security Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Security Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent and/or the Security Agent, as applicable, shall instead be made by or to each Lender, L/C Issuer or Alternative L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent and/or Security Agent as provided for above in this Section 9.06. So long as no Default or Event of Default has occurred and is continuing, the Company Initial Borrower may in its absolute discretion, by notice to the Administrative Agent and/or the Security Agent, as applicable, require the Administrative Agent and/or the Security Agent, as applicable, to resign by giving 15 days’ notice, in which case the Administrative Agent and/or the Security Agent, as applicable, shall resign and the Company Initial Borrower shall appoint a successor Administrative Agent and/or Security Agent (without any Lender’s consent). The Company Initial Borrower may exercise such right to replace the Administrative Agent and/or the Security Agent twice during the life of the Facilities. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Security Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Security Agent. Upon resignation or removal, the retiring or removed Administrative Agent and/or Security Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable to a successor Administrative Agent and/or Security Agent shall be the same as those payable to its predecessor on the 2021 Amendment Effective Date unless otherwise agreed with such successor. After the retiring Administrative Agent’s or Security Agent’s resignation or the removed Administrative Agent’s or Security Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent and/or Security Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent and/or Security Agent was acting as Administrative Agent and/or Security Agent, as applicable, and the retiring or removed Administrative Agent and/or Security Agent shall continue to be subject to Section 10.08. Any resignation by or removal of The Bank of Nova Scotia as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer, Alternative L/C Issuer and Swing Line Lender, as applicable. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring 120 95007600_2 L/C Issuer, Alternative L/C Issuer and Swing Line Lender, (B) the retiring L/C Issuer, Alternative L/C Issuer 95007615_1 and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (C) the successor L/C Issuer and Alternative L/C Issuer shall issue letters of credit in substitution for the Letters of Credit or Alternative Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer and Alternative L/C Issuer to effectively assume the obligations of the retiring L/C Issuer and Alternative L/C Issuer with respect to such Letters of Credit or Alternative Letters of Credit.

Resignation of Administrative Agent and Security Agent. The Administrative Agent and/or the Security Agent may resign as the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ written notice to the Lenders and the Company; provided that no such notice period shall be required with respect to the SPV Security Agent’s resignation pursuant to Section 6.22(b)(i)(B); provided further that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent and/or the Security Agent, as applicable, shall not be permitted to resign until the earlier to occur of (a) the date of the appointment of the successor agent or (b) the date that is 30 days after the last day of such ten-day period. If the Administrative Agent and/or the Security Agent is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ notice. Upon the resignation or removal of the Administrative Agent and/or the Security Agent under this Section 9.06, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1, which such appointment shall be subject to the consent of the Company (which consent may be withheld at the Company’s sole discretion) at all times other than during the existence of an Event of Default under Section 8.01(a) or Section 8.01(f). If no successor agent is appointed by the Required Lenders prior to the effective date of the resignation or removal of the Administrative Agent and/or the Security Agent, the retiring or removed Administrative Agent and/or Security Agent, as applicable, may appoint, after consulting with the Lenders and Company, a successor agent from among the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1; provided that if the Administrative Agent and/or the Security Agent, as applicable, shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring or removed Administrative Agent and/or the Security 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 Administrative Agent or the Security Agent on behalf of the Lenders, an L/C Issuer or an Alternative L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent or Security Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Security Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent and/or the Security Agent, as applicable, shall instead be made by or to each Lender, L/C Issuer or Alternative L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent and/or Security Agent as provided for above in this Section 9.06. So long as no Default or Event of Default has occurred and is continuing, the Company may in its absolute discretion, by notice to the Administrative Agent and/or the Security Agent, as applicable, require the Administrative Agent and/or the Security Agent, as applicable, to resign by giving 15 days’ notice, in which case the Administrative Agent and/or the Security Agent, as applicable, shall resign and the Company shall appoint a successor Administrative Agent and/or Security Agent (without any Lender’s consent). The Company may exercise such right to replace the Administrative Agent and/or the Security Agent twice during the life of the Facilities. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Security Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Security Agent. Upon resignation or removal, the retiring or removed Administrative Agent and/or Security Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable to a successor Administrative Agent and/or Security Agent shall be the same as those payable to its predecessor on the 2021 Amendment Effective Date unless otherwise agreed with such successor. After the retiring Administrative Agent’s or Security Agent’s resignation or the removed Administrative Agent’s or Security Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 and Section 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent and/or Security Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent and/or Security Agent was acting as Administrative Agent and/or Security Agent, as applicable, and the retiring or removed Administrative Agent and/or Security Agent shall continue to be subject to Section 10.08. Any resignation by or removal of The Bank of Nova Scotia as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer, Alternative L/C Issuer and Swing Line Lender, as applicable. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Alternative L/C Issuer and Swing Line Lender, (B) the retiring L/C Issuer, Alternative L/C Issuer 95007615_1 and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (C) the successor L/C Issuer and Alternative L/C Issuer shall issue letters of credit in substitution for the Letters of Credit or Alternative Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer and Alternative L/C Issuer to effectively assume the obligations of the retiring L/C Issuer and Alternative L/C Issuer with respect to such Letters of Credit or Alternative Letters of Credit.

Resignation of Administrative Agent and Security Agent. The Administrative Agent and/or the Security Agent may resign as the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ written notice to the Lenders and the CompanyInitial Borrower; provided that no such notice period shall be required with respect to the SPV Security Agent’s resignation pursuant to Section 6.22(b)(i)(B); provided further that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent and/or the Security Agent, as applicable, shall not be permitted to resign until the earlier to occur of (a) the date of the appointment of the successor agent or (b) the date that is 30 days after the last day of such ten-day period. If the Administrative Agent and/or the Security Agent is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent and/or the Security Agent, as applicable, upon ten days’ notice. Upon the resignation or removal of the Administrative Agent and/or the Security Agent under this Section 9.06, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury 106 Regulation Section 1.1441-1, which such appointment shall be subject to the consent of the Company Initial Borrower (which consent may be withheld at the CompanyInitial Borrower’s sole discretion) at all times other than during the existence of an Event of Default under Section 8.01(a) or Section 8.01(f(f). If no successor agent is appointed by the Required Lenders prior to the effective date of the resignation or removal of the Administrative Agent and/or the Security Agent, the retiring or removed Administrative Agent and/or Security Agent, as applicable, may appoint, after consulting with the Lenders and Companythe Initial Borrower, a successor agent from among the Lenders that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1; provided that if the Administrative Agent and/or the Security Agent, as applicable, shall notify the Company Initial 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 (i) the retiring or removed Administrative Agent and/or the Security 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 Administrative Agent or the Security Agent on behalf of the Lenders, an L/C Issuer or an Alternative L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent or Security Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or Security Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent and/or the Security Agent, as applicable, shall instead be made by or to each Lender, L/C Issuer or Alternative L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent and/or Security Agent as provided for above in this Section 9.06. So long as no Default or Event of Default has occurred and is continuing, the Company Initial Borrower may in its absolute discretion, by notice to the Administrative Agent and/or the Security Agent, as applicable, require the Administrative Agent and/or the Security Agent, as applicable, to resign by giving 15 days’ notice, in which case the Administrative Agent and/or the Security Agent, as applicable, shall resign and the Company Initial Borrower shall appoint a successor Administrative Agent and/or Security Agent (without any Lender’s consent). The Company Initial Borrower may exercise such right to replace the Administrative Agent and/or the Security Agent twice during the life of the Facilities. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Security Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Security Agent. Upon resignation or removal, the retiring or removed Administrative Agent and/or Security Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable to a successor Administrative Agent and/or Security Agent shall be the same as those payable to its predecessor on the 2021 Amendment Effective Date unless otherwise agreed with such successor. After the retiring Administrative Agent’s or Security Agent’s resignation or the removed Administrative Agent’s or Security Agent’s removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent and/or Security Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent and/or Security Agent was acting as Administrative Agent and/or Security Agent, as applicable, and the retiring or removed Administrative Agent and/or Security Agent shall continue to be subject to Section 10.08. Any resignation by or removal of The Bank of Nova Scotia as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer, Alternative L/C Issuer and Swing Line Lender, as applicable. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Alternative L/C Issuer and Swing Line Lender, (B) the retiring L/C Issuer, Alternative L/C Issuer 95007615_1 and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (C) the successor L/C Issuer and Alternative L/C Issuer shall issue letters of credit in substitution for the Letters of Credit or Alternative Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer and Alternative L/C Issuer to effectively assume the obligations of the retiring L/C Issuer and Alternative L/C Issuer with respect to such Letters of Credit or Alternative Letters of Credit.