Common use of Resignation of Agents; Successor Agents Clause in Contracts

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor as provided below, any Agent may resign at any time and, so long as no Default or Event of Default has occurred and is continuing, shall resign upon the request of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), to appoint from among the other Lenders a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or have accepted such appointment within thirty (30) days after such Agent’s giving of notice of resignation, then such Agent may appoint, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), a successor Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as an Agent, the provisions of this Section 12.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

Resignation of Agents; Successor Agents. Each Managing Agent may resign as such Agent at any time by giving notice thereof to the Lenders and the Borrowers. If both Managing Agents have resigned, the Administrative Agent shall serve as a Managing Agent hereunder. Subject to the appointment and acceptance of a successor as provided below, any the Administrative Agent may resign at any time and, so long as no Default or Event of Default has occurred and is continuing, shall resign upon the request of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit PartiesBorrowers. Upon any such resignation, the Required Lenders shall have the rightright to appoint a successor Administrative Agent which successor shall have minimum capital and surplus of at least $500,000,000 and be consented to by the Borrowers, subject such consent not to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), to appoint from among the other Lenders a successor Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or shall have accepted such appointment within thirty (30) days after such the retiring Administrative Agent’s 's giving of notice of resignation, then such the retiring Administrative Agent may appointmay, subject to the approval on behalf of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld)Lenders, appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as an Agent, Administrative Agent the provisions of this Section 12.9 13.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent.

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor as provided below, any (i) The Administrative Agent may resign at any time and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice to the Lenders and the Company. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon any such resignation of the Administrative Agent, the Required Lenders and, so long as no Default or Event of Default has occurred and is continuingshall then exist, shall resign upon with the request consent of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing Company (which approval will consent shall not be unreasonably withheld), conditioned or delayed) shall have the right to appoint from among the other Lenders a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or shall have accepted such appointment within thirty (30) days after such the retiring Administrative Agent’s giving of notice of resignation, then such the retiring Administrative Agent may appointmay, subject to the approval on behalf of the Parent Borrower Lenders and, so long as no Default or Event of Default has occurred and is continuing shall then exist, with the consent of the Company (which approval will consent shall not be unreasonably withheld), conditioned or delayed) appoint a successor Administrative Agent, which successor shall have minimum be any Lender hereunder or any commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $500,000,0001,000,000,000. Upon the acceptance of any its appointment as an the Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges the rights and duties of the retiring AgentAdministrative Agent under the Credit Documents, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderthereunder. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Section 12.9 Article 10 and all protective provisions of the other Credit Documents shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent. (ii) Notwithstanding clause (i) of this Section 10.7(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Lenders and the Issuing Bank, if applicable, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and the Issuing Bank, and continue to be entitled to the rights set forth in such Collateral Document and Credit Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 10.7 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be [Senior Secured Revolving Credit Agreement] made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article 10, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Credit Document, shall continue in effect for the benefit of such retiring Administrative 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 Administrative Agent was acting as an AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (i) above.

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor as provided below, any the Administrative Agent may resign at any time and, so long as no Default or Event of Default has occurred and is continuing, shall resign upon the request of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit Parties. In addition to the foregoing, if the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Parent Borrower and such Person remove such Person as Administrative Agent. Upon any such resignationresignation or removal, the Required Lenders shall have the right, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), to appoint from among the other Lenders a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or have accepted such appointment within thirty (30) days after such date of removal or the Administrative Agent’s giving of a notice of resignation or the Parent Borrower’s request for resignation, then such the Administrative Agent may appoint, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation or removal hereunder as an Administrative Agent, the provisions of this Article and Section 12.9 13.2 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Agent was acting as an Agent. Any resignation or removal of an Administrative Agent hereunder shall also constitute the resignation or removal of any other Agent or sub-agent of such Administrative Agent. Any resignation by Xxxxx Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender, if applicable, and Swingline Lender. If Xxxxx Fargo resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all L/C Obligations with respect. If Xxxxx Fargo resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation. Upon the appointment by a successor Issuing Lender or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender or Disqualified Institution), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as applicable, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Xxxxx Fargo to effectively assume the obligations of Xxxxx Fargo with respect to such Letters of Credit.

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any each Agent may resign at any time andby notifying the Lenders, so long as no Default or Event of Default has occurred and is continuing, shall resign upon the request of the Parent Borrower, in each case, by giving notice thereof to the Lenders Issuing Bank and the Credit PartiesBorrowers. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld)Borrowers, to appoint from among the other Lenders a successor Agentsuccessor. If no successor Agent shall have been so appointed by the Required Lenders and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or shall have accepted such appointment within thirty (30) 30 days after such Agent’s giving of the retiring Agent gives notice of its resignation, then such the retiring Agent may appointmay, subject to the approval on behalf of the Parent Borrower so long as no Default or Event of Default has occurred Lenders and is continuing (which approval will not be unreasonably withheld)the Issuing Bank, appoint a successor Agent, Agent which successor shall have minimum capital and surplus be a commercial bank or an Affiliate of at least $500,000,000any such commercial bank. Upon the acceptance of any its appointment as an Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 any retiring an Agent’s resignation hereunder as an Agenthereunder, the provisions of this Article VIII and Section 12.9 9.3 shall continue in effect for the benefit of such retiring Agent, its benefit sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Agent.

Resignation of Agents; Successor Agents. Each Managing Agent may resign as such Agent at any time by giving notice thereof to the Lenders and the Borrowers. If both Managing Agents have resigned, the Administrative Agent shall serve as a Managing Agent hereunder. Subject to the appointment and acceptance of a successor as provided below, any the Administrative Agent may resign at any time and, so long as no Default or Event of Default has occurred and is continuing, shall resign upon the request of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit PartiesBorrowers. Upon any such resignation, the Required Lenders shall have the rightright to appoint a successor Administrative Agent which successor shall have minimum capital and surplus of at least $500,000,000 and be consented to by the Borrowers, subject such consent not to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), to appoint from among the other Lenders a successor Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or shall have accepted such appointment within thirty (30) days after such the retiring Administrative Agent’s 's giving of notice of resignation, then such the retiring Administrative Agent may appointmay, subject to the approval on behalf of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld)Lenders, appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as an Agent, Administrative Agent the provisions of this Section 12.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent.

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor as provided below, any Agent may resign at any time and, so long as no Default or Event of Default has occurred and is continuing, shall resign upon the request of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), to appoint from among the other Lenders a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or have accepted such appointment within thirty (30) days after such Agent’s 's giving of notice of resignation, then such Agent may appoint, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), a successor Agent, which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s 's resignation hereunder as an Agent, the provisions of this Section 12.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any each Agent may resign at any time by notifying the Lenders, the Issuing Bank, a Borrower Representative and, so long as no Default or Event of Default has occurred and if the Agent resigning is continuingthe US Collateral Agent, shall resign upon the request of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit PartiesExport-Related Lender. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld)Borrowers, to appoint from among a successor; provided, however, the other Lenders Export-Related Lender's consent shall be required for the appointment of a successor US Collateral Agent. If no successor Agent shall have been so appointed by the Required Lenders (and been approved consented to by the Parent Borrower (Export-Related Lender if the approval of the Parent Borrower is requiredUS Collateral Agent has resigned) or and shall have accepted such appointment within thirty (30) 30 days after such Agent’s giving of the retiring Agent gives notice of its resignation, then such the retiring Agent may appointmay, subject to the approval on behalf of the Parent Borrower so long as no Default or Event Lenders, the Issuing Bank and, in respect of Default has occurred and is continuing (which approval will not be unreasonably withheld)US Collateral Agent appointments, the Export-Related Lender, appoint a successor Agent, Agent which successor shall have minimum capital and surplus be a commercial bank or an Affiliate of at least $500,000,000any such commercial bank. Upon the acceptance of any its appointment as an Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 any retiring Agent’s resignation hereunder as an Agent's resignation hereunder, the provisions of this Article VIII and Section 12.9 9.3 shall continue in effect for the benefit of such retiring Agent, its benefit sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Agent.

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor as provided below, any (i) The Administrative Agent may resign at any time and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice to the Lenders and the Borrower. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon any such resignation of the Administrative Agent, the Required Lenders and, so long as no Default or Event of Default has occurred and is continuingshall then exist, shall resign upon with the request consent of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), right to appoint from among the other Lenders a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or shall have accepted such appointment within thirty (30) days after such the retiring Administrative Agent’s giving of notice of resignation, then such the retiring Administrative Agent may appointmay, subject to the approval on behalf of the Parent Borrower Lenders and, so long as no Default or Event of Default has occurred and is continuing shall then exist, with the consent of the Borrower (which approval will consent shall not be unreasonably withheld), withheld or delayed) appoint a successor Administrative Agent, which successor shall have minimum be any Lender hereunder or any commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $500,000,0001,000,000,000. Upon the acceptance of any its appointment as an the Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges the rights and duties of the retiring AgentAdministrative Agent under the Credit Documents, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderthereunder. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Section 12.9 Article 10 and all protective provisions of the other Credit Documents shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent. (ii) Notwithstanding clause (i) of this Section 10.7(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (A) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents; provided that solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Lenders and the Issuing Bank, the retiring Administrative Agent shall continue to be vested with such security interest as gratuitous agent for the benefit of the Lenders and the Issuing Bank, and continue to be entitled to the rights set forth in such Collateral Document and Credit Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 10.7 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest) and (B) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (1) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (2) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article 10, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Credit Document, shall continue in effect for the benefit of such retiring Administrative 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 Administrative Agent was acting as an AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (A) above.

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any each Agent may resign at any time by notifying the Lenders, the Issuing Bank, a Borrower Representative and, so long as no Default or Event of Default has occurred and if the Agent resigning is continuingthe US Collateral Agent, shall resign upon the request of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit PartiesExport-Related Lender. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld)Borrowers, to appoint from among a successor; provided, however, the other Lenders Export-Related Lender’s consent shall be required for the appointment of a successor US Collateral Agent. If no successor Agent shall have been so appointed by the Required Lenders (and been approved consented to by the Parent Borrower (Export-Related Lender if the approval of the Parent Borrower is requiredUS Collateral Agent has resigned) or and shall have accepted such appointment within thirty (30) days after such Agent’s giving of the retiring Agent gives notice of its resignation, then such the retiring Agent may appointmay, subject to the approval on behalf of the Parent Borrower so long as no Default or Event Lenders, the Issuing Bank and, in respect of Default has occurred and is continuing (which approval will not be unreasonably withheld)US Collateral Agent appointments, the Export-Related Lender, appoint a successor Agent, Agent which successor shall have minimum capital and surplus be a commercial bank or an Affiliate of at least $500,000,000any such commercial bank. Upon the acceptance of any its appointment as an Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. 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 any retiring an Agent’s resignation hereunder as an Agenthereunder, the provisions of this Article VIII and Section 12.9 9.3 shall continue in effect for the benefit of such retiring Agent, its benefit sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Agent.

Resignation of Agents; Successor Agents. Subject to the appointment and acceptance of a successor as provided below, any (i) The Administrative Agent may resign at any time and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice to the Lenders and the Company. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon any such resignation of the Administrative Agent, the Required Lenders and, so long as no Default or Event of Default has occurred and is continuingshall then exist, shall resign upon with the request consent of the Parent Borrower, in each case, by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders Company (which consent shall not be unreasonably withheld or delayed) shall have the right, subject to the approval of the Parent Borrower so long as no Default or Event of Default has occurred and is continuing (which approval will not be unreasonably withheld), right to appoint from among the other Lenders a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders Xxxxxxx and been approved by the Parent Borrower (if the approval of the Parent Borrower is required) or shall have accepted such appointment within thirty (30) days after such the retiring Administrative Agent’s giving of notice of resignation, then such the retiring Administrative Agent may appointmay, subject to the approval on behalf of the Parent Borrower Lenders and, so long as no Default or Event of Default has occurred and is continuing shall then exist, with the consent of the Company (which approval will consent shall not be unreasonably withheld), withheld or delayed) appoint a successor Administrative Agent, which successor shall have minimum be any Lender hereunder or any commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $500,000,0001,000,000,000. Upon the acceptance of any its appointment as an the Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges the rights and duties of the retiring AgentAdministrative Agent under the Credit Documents, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderthereunder. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Section 12.9 Article 10 and all protective provisions of the other Credit Documents shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent. (ii) Notwithstanding clause (i) of this Section 10.7(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (A) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents; provided that solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Lenders and the Issuing Bank, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and the Issuing Bank, and continue to be entitled to the rights set forth in such Collateral Document and Credit Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 10.7 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest) and (B) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (1) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (2) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article 10, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Credit Document, shall continue in effect for the benefit of such retiring Administrative 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 Administrative Agent was acting as an AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (A) above.