Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. The Agent may at any time give resign as Agent upon 30 days’ notice of its resignation to the Banks Lenders and the BorrowersCompany. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersCompany, to appoint a successorsuccessor reasonably acceptable to the Company (such consent of the Company not to be unreasonably withheld or delayed and not required if an Event of Default under Section 10.1.1 or 10.1.3 has occurred and is continuing) from among the Lenders, which shall be a commercial bank with an office organized under the laws of the United States of America or any State thereof or the District of Columbia or under the laws of another country which is doing business in the United StatesStates of America and having a combined capital, or an Affiliate surplus and undivided profits of any such bank with an office in the United Statesat least $1,000,000,000. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the BanksLenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Company and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeresignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder (other than with respect to its own gross negligence, bad faith or willful misconduct concerning any actions taken or omitted to be taken by it while it was Agent under this Agreement) and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the any retiring Agent’s resignation hereunder, or any retiring Local Currency hereunder as Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 11 shall continue in effect for the inure to its benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentunder this Agreement.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. The An Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the Banks, Lenders appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Borrower and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days Business Days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Loan Documents but shall not be relieved of any of its obligations as a Lender and (ii) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as an Agent hereunder and/or under the other Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency an Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersBorrower and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Credit Parties and the Administrative Agent and signed by the Requisite Lenders. Upon receipt of any such notice of resignationresignation or such removal, the Majority Banks Requisite Lenders shall have the right, in consultation with with, so long as no Potential Event of Default or Event of Default exists, the Borrowersconsent of the Borrower (which consent shall not be unreasonably withheld or delayed), upon five (5) Business Days’ notice to the Credit Parties, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within 60 30 days after the retiring Administrative Agent gives notice of its resignation or is removed by the Requisite Lenders (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Administrative Agent may on behalf of the BanksLenders, with, so long as no Potential Event of Default or Event of Default exists, the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), upon five (5) Business Days’ notice to the Credit Parties, appoint a successor Administrative Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Administrative Agent to appoint, on behalf of the BanksLenders, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Borrower and the Banks Lenders that no qualifying Person has accepted appointment as successor Administrative Agent and the effective date of such retiring Administrative Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeor removal. Upon the resignation or removal effective date established in such notice and regardless of whether a successor Administrative Agent has been appointed and accepted such appointment, the retiring Administrative Agent’s resignation or removal shall nonetheless become effective and (i) the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Administrative Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII Section 10 and Section 8.04 9.3 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Administrative Agent, its sub‑agents 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 Administrative Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Administrative Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent with the approval of the Borrower so long as no Event of Default exists (such approval not to be unreasonably withheld or delayed), which shall be a commercial bank with organized under the laws of the United States of America or a State thereof, having a combined capital and surplus of at least $5,000,000,000 and having an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the BanksLenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Borrower and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days Business Days after the date of such notice, provided that if the Person serving as the retiring Agent or its Affiliate has any Commitment, such retiring Agent’s resignation shall not be effective until the date that is 180 days after the retiring Agent first gave notice of its resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the Notes and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. The An Agent may at any time give notice of its resignation to Lenders and Borrower. In such notice of resignation, such Agent may appoint one of its Affiliates as the Banks and the Borrowerssuccessor Agent. Upon receipt of any such notice of resignationresignation in which the resigning notice does not appoint any of its Affiliates as the successor Agent, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersBorrower (unless an Event of Default shall have occurred and be continuing (and not have been cured or waived)), to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Required Lenders or the resigning Agent, as the case may be, and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the Banks, Lenders appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Borrower and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days Business Days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Margin Loan Documentation but shall not be relieved of any of its obligations as a Lender and (ii) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. The successor shall be consented to by Borrower at all times other than (x) during the existence of an Event of Default that has not been cured or waived or (y) if such successor is an Affiliate of the retiring Agent (which consent of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as an Agent hereunder and/or under the other Margin Loan Documentation but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Margin Loan Documentation, the provisions of this Article VII and Section 8.04 9 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as an Agent. Notwithstanding anything herein to the contrary, if at any time any Agent ceases to be a Lender hereunder, such Agent shall be deemed to have provided its notice of resignation, which notice shall be automatically effective as of the retiring Local Currency date such Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentceased to be a Lender hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, hereunder or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. The An Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, right (in consultation with the Borrowers, Borrower) to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 60-30 day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the Banks, Lenders appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Borrower and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Facility Documents (except in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under the Facility Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph)and/or under the other Facility Documents. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Facility Documents, the provisions of this Article VII and Section 8.04 9.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. (a) The Agent Agents may at any time give notice to the Lenders and the Borrowers of its resignation to the Banks and the Borrowersresignation. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the Banksapplicable Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers and the Banks Lenders that no qualifying Person person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeresignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents as to which it has resigned and (ii) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Bank applicable Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) AgentAgent as to which it has resigned, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents in respect of the Facilities as to which it has resigned (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII and Section 8.04 8.05 and Section 9.05 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Banks Lenders and the BorrowersCompany. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowersconsent of the Company so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the BanksLenders, with the consent of the Company so long as no Event of Default has occurred and is continuing, or, if the Agent is resigning upon request of the Company pursuant to the preceding sentence, the Company may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Company and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the Notes but shall not be relieved of any of its obligations as a Lender and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the Notes but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency AddendumNotes, the provisions of this Article VII and Section 8.04 9.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersCompany. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersCompany, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the BanksLenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Company and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeresignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII and Section 8.04 8.05 and Section 9.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersCompany. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersCompany, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Required Xxxxxxx and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation (such 60-day thirty (30)-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the BanksLenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Company and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeresignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendumother Loan Documents, the provisions of this Article VII and Section 8.04 9.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.. 128

Resignation of Agent. The Agent may at any time give notice of its resignation to the Banks and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation (such 60-day period, the “Bank Appointment Period”), then the retiring Agent may on behalf of the Banks, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers Borrower and the Banks that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, hereunder the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. The Agent may resign at any time give by giving not less than thirty (30) days’ prior written notice of its resignation thereof to the Banks Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Agent’s giving notice of its resignation (such 60-day period, the “Bank Appointment Period”)resignation, then the retiring Agent may may, on behalf of the BanksLenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Banks, a successor Agent, which shall be (x) a Lender, if a Lender is willing to accept such appointment, or (y) otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution has combined capital of at least $300,000,000, and in the retiring Agent may at any time upon or after the end case of the Bank Appointment Period notify the Borrowers and the Banks that no qualifying Person has accepted appointment as clause (y), which successor Agent shall (unless an Event of Default shall have occurred and be continuing) be subject to the effective date of such retiring Agent’s resignation approval by the Borrower (which effective date approval shall not be unreasonably withheld or delayed). If no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted pursuant to the foregoing, by the 30th day after the date such appointmentnotice of resignation was given by the resigning Agent, the retiring Agent’s such resignation shall nonetheless become effective and (i) the retiring Required Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Required Lenders or Agent hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if an Event of Default shall have occurred and be continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor gent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations as Agent hereunder under this Agreement and (ii) all paymentsthe other Loan Documents, communications and determinations provided to be made byexcept that any indemnity, to expense reimbursement or through the other rights in favor of such resigning Agent shall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorcontinue. After the retiring any resigning Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 X shall continue in effect for the inure to its benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was Agent under this Agreement and the retiring Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agentother Loan Documents.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersGuarantor. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersGuarantor, to appoint a successorsuccessor Agent, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the BanksLenders, appoint a successor Agent meeting the qualifications 43 Omnicom: Three Year Credit Agreement set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Guarantor and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeresignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraphSection 8.06(a). Upon the acceptance of a successorsuccessor Agent’s appointment as Agent hereunder, such successor Agent shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraphSection 8.06(a)). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successorsuccessor Agent. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII VIII and Section 8.04 9.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersCompany. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the Borrowersconsent of the Company so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the BanksLenders, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Company and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the Notes but shall not be relieved of any of its obligations as a Lender and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the Notes but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal hereunder and under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency AddendumNotes, the provisions of this Article VII and Section 8.04 9.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.

Resignation of Agent. (a) The Servicing Agent may at any time give notice of its resignation to the Banks and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Required Banks shall have the right, in consultation with subject to approval by the BorrowersBorrower so long as no Event of Default has occurred and is continuing (such approval not to be unreasonably withheld), to appoint a successor, which shall be a bank Bank with an office in the United StatesNew York, New York, or an Affiliate affiliate of any such bank Bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within 60 30 days after the retiring Servicing Agent gives notice of its resignation (such 6030-day period, the “Bank Appointment Period”), then the retiring Servicing Agent may on behalf of the Banks, appoint a successor Servicing Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Servicing Agent to appoint, on behalf of the Banks, a successor Servicing Agent, the retiring Servicing Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrowers Borrower and the Banks that no qualifying Person has accepted appointment as successor Servicing Agent and the effective date of such retiring Servicing Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Servicing Agent has been appointed and accepted such appointment, the retiring Servicing Agent’s resignation shall nonetheless become effective and (i) the retiring Servicing Agent shall be discharged from its duties and obligations as Servicing Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Servicing Agent shall instead be made by or to each Bank directly, until such time as the Majority Required Banks appoint a successor Servicing Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Servicing Agent of the retiring (or retired) Servicing Agent, and the retiring Servicing Agent shall be discharged from all of its duties and obligations as Servicing Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Borrower to a successor Servicing Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Servicing Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII and Section 8.04 9.03 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Servicing Agent, its sub‑agents 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 Servicing Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Servicing Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Banks Lenders and the BorrowersGuarantor. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right, in consultation with the BorrowersGuarantor, to appoint a successorsuccessor Agent, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation (such 6030-day period, the “Bank Lender Appointment Period”), then the retiring Agent may on behalf of the BanksLenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the BanksLenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Bank Lender Appointment Period notify the Borrowers Guarantor and the Banks Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such noticeresignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Agent as provided for above in this paragraphSection 8.06(a). Upon the acceptance of a successorsuccessor Agent’s appointment as Agent hereunder, such successor Agent shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder (if not already discharged therefrom as provided above in this paragraphSection 8.06(a)). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successorsuccessor Agent. After the retiring Agent’s resignation hereunder, or any retiring Local Currency Agent’s resignation or removal under the Local Currency Addendum, or any retiring Japan Local Currency Agent’s resignation or removal under the Japan Local Currency Addendum, the provisions of this Article VII VIII and Section 8.04 9.04 shall continue in effect for the benefit of such retiring Agent, Local Currency Agent or Japan Local Currency Agent, its sub‑agents 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 Agent was acting as Agent, the retiring Local Currency Agent was acting as Local Currency Agent or the retiring Japan Local Currency Agent was acting as Japan Local Currency Agent.