Common use of Resignation of Agent and Successor Agent Clause in Contracts

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, and the Company. Upon any such resignation of the Agent, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which may be any Bank hereunder or any commercial bank, or an Affiliate of a commercial bank, having an office in the United States of America and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld). Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C Issuer.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, and the Company. Upon any such resignation of the Agent, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s giving of notice of resignation then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which may be any Bank hereunder or any commercial bank, or an Affiliate of a commercial bank, having an office in the United States of America and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld). Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C Issuer.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Banks and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Borrower. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation resignation, then the retiring Agent may, on behalf of the BanksBanks and with the consent of the Borrower, appoint a successor Agent, which may shall be any Bank hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring or removed Agent under the Loan Credit Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 and all protective provisions of the other Loan Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C Issuer.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Banks and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Borrower (except Borrower's consent is not required during the occurrence and continuance of a Default or Event of Default). If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, with the consent of the Borrower (except upon the occurrence and continuance of a Default or Event of Default), which may shall be any Bank hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring or removed Agent under the Loan Credit Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 Ten and all protective provisions of the other Loan Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C Issuer.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Lenders and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks Lenders shall have the right to appoint a successor AgentAgent which, so long as no Default or Event of Default has occurred and is continuing, shall be subject to the Borrower’s approval. If no successor Agent shall have been so appointed by the Required BanksLenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation then the retiring Agent may, on behalf of the BanksLenders and, so long as no Default or Event of Default has occurred and is continuing, subject to the Borrower’s approval, appoint a successor Agent, which may be any Bank Lender hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10 9 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks Lenders and the Company Borrower shall be directed to make all payments due each Bank Lender hereunder directly to such Lender. Any resignation by the Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as 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, (b) the retiring L/C Issuer shall be discharged from all of its respective duties and obligations hereunder directly to such Bank or under the other Loan Documents, and (c) the successor L/C IssuerIssuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving upon at least thirty (30) days' prior written notice thereof to the Banks, the L/C Issuer, Lenders and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks Majority Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation resignation, then the retiring Agent may, on behalf of the BanksLenders and with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, appoint a successor Agent, Agent which may shall be any Bank Lender hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)1,000,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Credit Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 9 and all protective provisions of the other Loan Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C Issuer.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Banks and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which may shall be any Bank hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 11 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and (i) the Company Borrower shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank and (ii) the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or L/C Issuerwarranty to the Banks as their interests may appear.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Lenders and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required BanksLenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which may shall be any Bank Lender hereunder or any commercial bank, or an Affiliate Lender organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Convertible Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 and all protective provisions of the other Convertible Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks Lenders and (i) the Company Borrower shall be directed to make all payments due each Bank and L/C Issuer Lender hereunder directly to such Bank Lender and (ii) subject to the prior rights and interests of the Lenders under the Credit Agreement, the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or L/C Issuerwarranty to the Lenders as their interests may appear.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Banks and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Borrower (except Borrower’s consent is not required during the occurrence and continuance of a Default or Event of Default). If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s giving of notice of resignation resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, with the consent of the Borrower (except upon the occurrence and continuance of a Default or Event of Default), which may shall be any Bank hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring or removed Agent under the Loan Credit Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10 Ten and all protective provisions of the other Loan Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C Issuer.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, holders of the L/C Issuer, Notes and the Company. Upon any such resignation of the Agent, the Required Banks Majority Holders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required BanksMajority Holders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation then the retiring Agent may, on behalf of the Banksholders of the Notes, appoint a successor Agent, which may be any Bank holder of a Note hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Operative Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10 11 and all protective provisions of the other Loan Operative Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks Majority Holders and (i) the Company shall be directed to make all payments due each Bank and L/C Issuer holder of any Note hereunder directly to such Bank holder and (ii) the Agent’s rights in the Collateral Documents shall be assigned without representation, recourse or L/C Issuerwarranty to the holders of the Notes as their interests may appear.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Lenders and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required BanksLenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which may shall be any Bank Lender hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 11 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks Lenders and (i) the Company Borrower shall be directed to make all payments due each Bank and L/C Issuer Lender hereunder directly to such Bank Lender and (ii) the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or L/C Issuerwarranty to the Lenders as their interests may appear.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, holders of the L/C Issuer, Notes and the Company. Upon any such resignation of the Agent, the Required Banks Majority Holders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required BanksMajority Holders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation then the retiring Agent may, on behalf of the Banksholders of the Notes, appoint a successor Agent, which may be any Bank holder of a Note hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Operative Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 11 and all protective provisions of the other Loan Operative Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks Majority Holders and (i) the Company shall be directed to make all payments due each Bank and L/C Issuer holder of any Note hereunder directly to such Bank holder and (ii) the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or L/C Issuerwarranty to the holders of the Notes as their interests may appear.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Banks and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which may shall be any Bank hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)500,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 11 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and (i) the Company Borrower shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank and (ii) the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or L/C Issuerwarranty to the Banks as their interests may appear.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Lenders and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required BanksLenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which may be any Bank Lender hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks Lenders and (i) the Company Borrower shall be directed to make all payments due each Bank and L/C Issuer Lender hereunder directly to such Bank Lender and (ii) the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or L/C Issuerwarranty to the Lenders as their interests may appear.

Resignation of Agent and Successor Agent. The Agent may ---------------------------------------- resign at any time by giving upon at least thirty (30) days' prior written notice thereof to the Banks, the L/C Issuer, Lenders and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks Majority Lenders, with the consent of the Borrower (which consent shall not be unreasonably withheld) shall have the right to appoint a successor Agent. If no successor Agent Agent, shall have been so appointed by the Required Banks, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation resignation, then the retiring Agent Agent, may, on behalf of the BanksLenders, appoint a successor Agent, as the case may be, which may shall be any Bank Lender hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)500,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent Agent, as the case may be, shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent Agent, under the Loan Credit Documents, and the retiring Agent Agent, shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 9 and all protective provisions of the other Loan Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C Issuer.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Banks and the CompanyBorrower. Upon any such resignation of the Agent, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which may be any Bank hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 15 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company Borrower shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C IssuerBank.

Resignation of Agent and Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks, the L/C Issuer, Lenders and the CompanyBorrowers. Upon any such resignation of the Agent, the Required Banks Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required BanksLenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s 's giving of notice of resignation then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which may be any Bank Lender hereunder or any commercial bank, or an Affiliate bank organized under the laws of a commercial bank, having an office in the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan Documents, and the retiring Agent shall be discharged from its duties and obligations thereunder. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 10 11 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks Lenders and (i) the Company Borrowers shall be directed to make all payments due each Bank and L/C Issuer Lender hereunder directly to such Bank Lender and (ii) the Agent's rights in the Collateral Documents shall be assigned without representation, recourse or L/C Issuerwarranty to the Lenders as their interests may appear.

Resignation of Agent and Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks, Banks and the L/C IssuerBorrower, and the CompanyRequired Banks may remove the Agent, with the consent of the Borrower, at any time. Upon any such resignation or removal of the Agent, the Required Banks shall have the right to appoint appoint, with the consent of the Borrower, a successor Agent. If no successor Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation or receiving notice of its removal, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which may shall be any Bank hereunder or any commercial bank, or an Affiliate of a commercial bank, having an office in bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least U.S. $250,000,000 and be approved by the Company (which approval shall not be unreasonably withheld)200,000,000. Upon the acceptance of its appointment as the Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent under the Loan DocumentsAgent, and the retiring Agent shall be discharged from its duties and obligations thereunderhereunder. After any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Section 10 and all protective provisions of the other Loan Documents 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Required Banks and the Company shall be directed to make all payments due each Bank and L/C Issuer hereunder directly to such Bank or L/C Issuer.