Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower (which consent is not required if an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed), to appoint, as applicable, a successor Agent (which shall be a Lender or such other Person appointed by the Required Lenders). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with the prior written consent of the Borrower (which consent is not required if an and subject, so long as no Event of Default has occurred and is continuing and which consent shall continuing, to the approval of the Company (such approval not to be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the Company and the Borrowerother Borrowers. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with the prior written consent of the Borrower (which consent is not required if an and subject, so long as no Event of Default has occurred and is continuing and which consent shall continuing, to the approval of the Company (such approval not to be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States and the United Kingdom, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States and the United Kingdom. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower Company (which consent is not required if an so long as no Event of Default has occurred and is continuing continuing, and which such consent shall not to be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank having a combined capital and surplus of at least $500,000,000 and with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor Agent be a Defaulting Lender or a Competitor. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower (which consent is not required if an Event of no Default has occurred and is continuing and (which consent shall not be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lender Parties and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, so long as no Default has occurred and is continuing, with the prior written consent of the Borrower (which consent is not required if an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the LendersLender Parties, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with the prior written Borrower, to appoint a successor, which shall be (i) a Lender holding at least 30% outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, the consent of the Borrower (which consent is shall not be required if to the extent an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed), to appoint, as applicable, a successor Agent (which shall be a Lender or such other Person appointed by the Required Lenders)continuing. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the LendersLenders and in consultation with the Borrower, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Servicing Agent may at any time give notice of its resignation to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders Banks shall have the right, with the prior written consent of subject to approval by the Borrower (which consent is not required if an so long as no Event of Default has occurred and is continuing and which consent shall (such approval not to be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Servicing Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required LendersBanks) (the “Resignation Effective Date”), then the retiring Servicing Agent may (but shall not be obligated to), on behalf of the LendersBanks, appoint a successor Servicing Agent meeting the consent requirements and qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with the prior written consent of the Borrower Company and (which consent is not required if unless an Event of Default has shall have occurred and is continuing and be continuing) with the consent of the Company (which consent of the Company shall not be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in New York, New York, or an Affiliate of any such other Person appointed by the Required Lenders)bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give resign upon ten (10) Business Days’ written notice to the Lenders and the Borrower by delivering written notice of its such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective. Upon receipt of If Agent delivers any such notice of resignationnotice, (i) the Required Lenders shall have the right, right to appoint a successor Agent with the prior written consent of the Borrower (which consent is not if required if an Event pursuant to the last sentence of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayedthis subsection 8.9(a). If, to appointwithin 30 days after the retiring Agent having given notice of resignation, as applicable, a no successor Agent (which shall be a Lender or such other Person appointed by the Required Lenders). If no such successor shall have has been so appointed by the Required Lenders and shall have that has accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)appointment, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Whether or Each appointment under this clause (a) shall be subject to the prior consent of the Borrower, which may not a successor has been appointed, such resignation be unreasonably withheld but shall become effective in accordance with such notice on not be required during the Resignation Effective Datecontinuance of an Event of Default.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower (which consent is not required if an so long as no Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayedcontinuing), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders (with the consent of the Borrower, if required) and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders Banks shall have the right, in consultation with the prior written consent of the Borrower (which consent is not required if an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed)to appoint a successor, to appoint, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States and that is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required LendersBanks) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), ) on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above, provided that in no event shall any such successor Agent be a Defaulting Bank and, if such Person so appointed accepts such appointment, such Person shall become the successor Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Either Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the rightright to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York, with the prior written consent of the Borrower (which consent is not required if to be unreasonably withheld or delayed) unless (i) an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed), to appoint, as applicable, a (ii) such successor Agent (which shall be a Lender or such other Person appointed by is an Affiliate of the Required Lenders)resigning Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such Agent’s resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower, which resignation shall be effective on the Resignation Effective Date. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the rightright to appoint a successor which is, with the prior written consent of the Borrower (which consent is not required if an so long as no Event of Default has occurred and under Section 6.01(a) or Section 6.01(e) is continuing and which consent shall not be unreasonably withheld or delayed)continuing, reasonably acceptable to appointthe Borrower, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.. NYDOCS02/1172294 44

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower Company (which consent is not required if an so long as no Event of Default has occurred and is continuing continuing, and which such consent shall not to be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (112 which shall be a Lender bank having a combined capital and surplus of at least $500,000,000 and with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any such successor Agent be a Defaulting Lender or a Competitor. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the Company and the Borrowerother Borrowers. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with the prior written consent of the Borrower (which consent is not required if an and subject, so long as no Event of Default has occurred and is continuing and which consent shall continuing, to the approval of the Company (such approval not to be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States and the United Kingdom, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States and the United Kingdom. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may resign as Agent at any time give by delivering notice of its such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date that is thirty (30) days after such notice is given, but only if at such time a successor Agent shall have been appointed in accordance herewith. Upon receipt of If the Agent delivers any such notice of resignationnotice, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower (which consent is not required if an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed), right to appoint, as applicable, appoint a successor Agent (which shall be a Lender or such other Person appointed by the Required Lenders)Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment If, within thirty (30) days after the retiring Agent gives having given notice of its resignation (or such earlier day as shall be agreed resignation, no successor Agent has been appointed by the Required Lenders) (the “Resignation Effective Date”)Lenders that has accepted such appointment, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Whether or Each appointment under this clause (a) shall be subject to the prior written consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a successor has been appointedDefault. Notwithstanding any other term and condition of this Agreement, such the resignation of the Agent shall become be effective in accordance with such no later than thirty (30) days after the retiring Agent having given notice on the Resignation Effective Dateof resignation.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the BorrowerCompany. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower (which consent is not required if an with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing and which continuing, the consent shall of the Company (such consent not to be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), ) on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower (which consent is not required if an Event of no Default has occurred and is continuing and (which consent shall not be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with the prior written consent of the Borrower (which consent is not required if an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed)Borrower, to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender with an office in the United States, or an Affiliate of any such other Person appointed by Lender with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), ) on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right, with right to appoint a successor Agent that is not a Lender at the prior written consent time of such appointment so long as the Borrower (which consent is not required if an no Event of Default has occurred and is continuing and then in existence) consents to such appointment (which consent shall not be unreasonably withheld or delayed), to appoint, as applicable, a successor Agent (which shall be a Lender or such other Person appointed by the Required Lenderswithheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent. Any successor Agent meeting shall be an Eligible Institution. Upon the qualifications set forth above. Whether or not acceptance of any appointment as Agent hereunder by a successor has been appointedAgent, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.such

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, Issuers and the Administrative Borrower. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the prior written consent of the Borrower Borrowers (which consent is shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayedcontinuing), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in California, or an Affiliate of any such other Person appointed by the Required Lenders)bank with an office in California. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Majority Lenders) (the “"Resignation Effective Date”"), then the retiring Agent may (but shall not be obligated to), on behalf of the LendersLenders and Issuers, with the consent of Borrowers (which consent shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has and is continuing), appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the prior written consent of the Borrower (which consent is not required if at all times other than during the existence of an Event of Default has occurred and is continuing and (which consent shall will not be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), ) on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the prior written consent of the Borrower (which consent is not required if an so long as no Event of Default has occurred and is continuing and which at the time thereof (such consent shall not to be unreasonably withheld or delayed), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in New York, NY, or an Affiliate of any such other Person appointed by the Required Lenders)bank with an office in New York, NY. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Majority Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Lenders Banks shall have the right, with the prior written consent approval of the Borrower (which consent is such approval not to be unreasonably withheld, conditioned or delayed, and such approval not to be required if an Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayedcontinuing), to appointappoint a successor, as applicable, a successor Agent (which shall be a Lender bank with an office in the United States, or an Affiliate of any such other Person appointed by bank with an office in the Required Lenders)United States. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required LendersBanks) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), ) on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.