Common use of Resignation of Agents Clause in Contracts

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Company. The Trustee or the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to such Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) 30 days’ prior written notice of such resignation to the Trustee and the Company. The Trustee or the Company may remove any Agent at any time by giving thirty (30) 30 days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) 30 days after such notice, the Agent shall may appoint a replacement Agent or may deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.07. Subject to Section 6.03, the Agents shall act solely as agents of the Company.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Company. The Trustee or the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to such Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.08.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) 30 days’ prior written notice of such resignation to the Trustee and the CompanyIssuer. The Trustee or the Company Issuer may remove any Agent at any time by giving thirty (30) 30 days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the CompanyIssuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company Issuer is unable to replace the resigning Agent within thirty (30) 30 days after such notice, the Agent shall may appoint a replacement Agent or may deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the CompanyIssuer. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.07. Subject to Section 6.03, the Agents shall act solely as agents of the Issuer.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) 30 days’ prior written notice of such resignation to the Trustee and the Company. The Trustee or the Company may remove any Agent at any time by giving thirty (30) 30 days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder under this Indenture upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) 30 days after such notice, the Agent shall may, in its sole discretion, appoint a successor Agent on the Company’s behalf, deliver any funds then held hereunder under this Indenture in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expensesexpenses and any applicable value added tax) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver delivery any funds then held hereunder under this Indenture to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but ; provided that Section 7.07 hereof shall continue to enjoy the benefit of Section 7.08 hereofsurvive.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the CompanyIssuer. The Trustee or the Company Issuer may remove any Agent at any time by giving thirty (30) days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the CompanyIssuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company Issuer is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall may appoint a replacement Agent or may deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the CompanyIssuer. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.07. Subject to Section 6.03, the Agents shall act solely as agents of the Issuer.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the CompanyIssuers. The Trustee or the Company Issuers may remove any Agent at any time by giving thirty (30) days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the CompanyIssuers, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is Issuers are unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or may appoint a successor Agent (i) provided that such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable shall be satisfactory to the Trustee Issuers and the Company or (iiTrustee) and may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the CompanyIssuers. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.07.

Resignation of Agents. Any Agent may resign (in its capacity as agent, collateral agent, or both) at any time by notifying the Holders and the Company. Upon any such resignation, the Majority Holders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Majority Holders and shall have accepted such appointment within 30 days after the retiring the agent gives notice of its resignation, then the retiring agent may, upon not less than ten days’ notice, on behalf of the Holders, appoint a successor agent or collateral agent, as the case may be, or confer all the rights of the agent on the Majority Holders. Upon the acceptance of its appointment as the agent or collateral agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) agent and the retiring agent shall be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Companyobligations hereunder. The Trustee or fees payable by the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to such Agent. Upon such notice, a successor Agent agent or collateral agent shall be appointed by the Company, who shall provide written notice of such same as those payable to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If its predecessor unless otherwise agreed between the Company is unable to replace the resigning Agent within thirty (30) days after and such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate reliefsuccessor. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less After the Agent’s feesresignation hereunder, costs and expenses or other obligations owed to the Agent. Upon provisions of this Section shall continue in effect for its resignation and delivery benefit in respect of any funds, the Agent shall actions taken or omitted to be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereoftaken by it while it was acting as Agent.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Company. The Trustee or the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to such Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.08.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Company. The Trustee or the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall may, in its sole discretion appoint a successor Agent on the Company’s behalf, deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver delivery any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but ; provided that Section 7.07 hereof shall continue to enjoy the benefit of Section 7.08 hereofsurvive.

Resignation of Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Borrower and any Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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 under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Companyobligations hereunder. The Trustee or fees payable by the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice Borrower to such Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of same as those payable to its predecessor unless otherwise agreed between the Borrower and such to the Trusteesuccessor. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less After the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any fundshereunder, the Agent shall be discharged provisions of this Article XI and from any and all further obligations arising in connection with this Indenture, but Section 12.03 shall continue to enjoy in effect for the benefit of Section 7.08 hereofsuch retiring 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 it was acting as Agent.

Resignation of Agents. Any The Agent and the Collateral Agent may resign at any time by notifying the Note Purchasers and the Parent. Upon any such resignation, the Required Holders shall have the right, in consultation with the Parent, to appoint a successor. If no successor shall have been so appointed by the Required Holders and shall have accepted such appointment within 30 days after the retiring the agent gives notice of its resignation, then the retiring agent may, upon not less than ten days’ notice, on behalf of the Note Purchasers, appoint a successor Agent or Collateral Agent, as the case may be, or confer all the rights of the agent on the Required Holders. Upon the acceptance of its appointment as the Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) agent and the retiring agent shall be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Companyobligations hereunder. The Trustee or the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to such Agent. Upon such notice, a successor Agent shall be appointed fees payable by the Company, who shall provide written notice of such Parent to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Collateral Agent in connection with such proceeding shall be paid by the Companysame as those payable to its predecessor unless otherwise agreed between the Parent and such successor. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less After the Agent’s feesor Collateral Agent’s resignation(s) hereunder, costs and expenses or other obligations owed to the Agent. Upon provisions of this Section shall continue in effect for its resignation and delivery benefit in respect of any funds, actions taken or omitted to be taken by it while it was acting as the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereofor Collateral Agent.

Resignation of Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time by notifying the Lenders and the Borrower, and any Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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 under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Companyobligations hereunder. The Trustee or fees payable by the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice Borrower to such Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of same as those payable to its predecessor unless otherwise agreed between the Borrower and such to the Trusteesuccessor. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less After the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any fundshereunder, the Agent shall be discharged provisions of this Article XI and from any and all further obligations arising in connection with this Indenture, but Section 12.03 shall continue to enjoy in effect for the benefit of Section 7.08 hereofsuch retiring 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 it was acting as Agent.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Company. The Trustee Trustee, upon the request by the Company, or the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the CompanyCompany in accordance with the provisions of this Indenture, who and the Company shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent Trustee, may appoint as its a successor Agent, any reputable and experienced financial institution acceptable to agent on the Trustee and Company’s behalf with the Company Company’s prior approval or (ii) may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable and documented costs and expenses (including its reasonable and documented counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, reasonable and documented costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.06.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Senior Notes Indenture at any time by giving thirty (30) days’ ' prior written notice of such resignation to the Trustee and the CompanyIssuer. The Trustee or the Company Issuer may remove any Agent at any time by giving thirty (30) days’ ' prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the CompanyIssuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company Issuer is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent Trustee, may appoint as its a successor Agent, any reputable and experienced financial institution acceptable to agent on the Trustee and the Company Issuer's behalf or (ii) may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ ' fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the CompanyIssuer. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s 's fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Senior Notes Indenture, but shall continue to enjoy the benefit of Section 7.08 7.06 hereof.

Resignation of Agents. Any The Administrative Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) at least 60 days’ ' prior written notice of such resignation its intention to do so to each of the other Lenders and the Borrowers pending the appointment by the Borrowers of a successor Administrative Agent reasonably satisfactory to the Trustee Required Lenders. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 45 days after the Companyretiring Administrative Agent's giving of such notice of resignation, then the retiring Administrative Agent may with the consent of the Borrowers, which shall not be unreasonably withheld or delayed, appoint a successor Administrative Agent which shall be a bank or a trust company organized, or having a branch that is licensed, under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000. The Trustee or Any Agent other than the Company Administrative Agent may remove any Agent resign at any time by giving thirty (30) at least 60 days’ ' prior written notice of its intention to such Agentdo so to each of the other Lenders and the Borrowers. Upon any such noticeresignation, the Borrowers may, but shall not be obligated to, appoint a successor Agent shall be appointed by in the Company140 61 relevant capacity reasonably satisfactory to the Required Lenders, who shall provide written notice provided, that the effectiveness of such to the Trustee. Such successor Agent resignation shall become the Agent hereunder not be conditioned upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate reliefsuccessor. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor After any retiring Agent's resignation hereunder as Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery provisions of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but Agreement shall continue to enjoy inure to the benefit of Section 7.08 hereofsuch Agent as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) 30 days’ prior written notice of such resignation to the Trustee and the CompanyIssuers. The Trustee or the Company Issuers may remove any Agent at any time by giving thirty (30) 30 days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the CompanyIssuers, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is Issuers are unable to replace the resigning Agent within thirty (30) 30 days after such notice, the Agent shall may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent Trustee, may appoint as its a successor Agent, any reputable and experienced financial institution acceptable to agent on the Trustee and the Company Issuers’ behalf or (ii) may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the CompanyIssuers. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.07.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and the Company. The Trustee or the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to such Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of such appointment to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent may appoint as its successor Agent, any reputable and experienced financial institution acceptable to the Trustee and the Company or (ii) apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) properly incurred by the Agent in connection with such proceeding court proceedings shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof7.08.

Resignation of Agents. Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) 30 days’ prior written notice of such resignation to the Trustee and the CompanyIssuer. The Trustee or the Company Issuer may remove any Agent at any time by giving thirty (30) 30 days’ prior written notice to such any Agent. Upon such notice, a successor Agent shall be appointed by the CompanyIssuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company Issuer is unable to replace the resigning Agent within thirty (30) 30 days after such notice, the Agent shall may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee or (i) such Agent Trustee, may appoint as its a successor Agent, any reputable and experienced financial institution acceptable to agent on the Trustee and the Company Issuer’s behalf or (ii) may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the CompanyIssuer. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.08 hereof.7.06. 105