Common use of Resignation or Removal of Agents Clause in Contracts

Resignation or Removal of Agents. 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 Issuer and the Borrower, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuer, 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer the Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to with the consent of the Borrower, such which consent shall not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor Agent, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment (a) The Administrative Agent or Citibank, N.A. (in both its capacity as Collateral Monitoring Agent and acceptance of a successor Agent as provided in this Section 11.06, any Agent Collateral Agent) may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, (i) the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement from time to time request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder and (ii) the Company may, in the event that any Applicable Tranche Commitment of a Bank serving as an Agent hereunder has been terminated by the Company as permitted by Section 2.12(a) because such Bank was a Defaulting Bank remove such Bank as an Agent hereunder and request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder (in any such case of clauses (i) and (ii), an “Agent Removal Request”). Upon receipt of any such resignation notice of resignation, removal or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring or removed Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation/Removal Effective Date”), then the retiring or removed Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent or Collateral Monitoring Agent, as applicable, which shall be a bank or trust company having the operational capacity to perform the functions of such Agent hereunder, with an office (or an Affiliate with an office) in the United States and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000 (or as may otherwise be mutually agreed among the Required Banks and the Company; provided that, if such retiring or removed Agent is unable to locate such a successor Agent having a combined capital and surplus of at least $500,000,000 within 30 days after giving such notice to the Company, then after the expiration of such 30-day period it may appoint a successor having a combined capital surplus of at least $50,000,000 and otherwise meeting the requirements of this Section; and provided further that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation or removal shall nonetheless become effective in accordance with such notice on the Resignation/Removal Effective Date and with effect from the Resignation/Removal Effective Date (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security (without any obligation to take action in connection therewith in its capacity as Collateral Agent) until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired or removed) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderas such Agent hereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while it the retiring or removed Agent was acting as such Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Banks and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Nothing in this Section shall constitute a waiver or release by the Company of any claims it may have hereunder or under the other Loan Documents as a result of a Bank becoming a Defaulting Bank.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any an Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer Lenders and the Borrower, and any Company. Any Agent may be removed at as Agent hereunder upon the written consent of all Lenders exclusive of such Agent upon the following: (i) willful misconduct in the performance of such Agent's duties or responsibilities under this Agreement as finally determined by a court of competent jurisdiction; or (ii) if a receiver, trustee or conservator is appointed for such Agent or any time with state or without cause federal regulatory authority assumes management or control of such Agent or if, under applicable law, the administrative or discretionary duties of such Agent hereunder become controlled by or subject to the Required Lendersapproval of any state or federal regulatory authority. Upon any such resignation or removal, the Required Lenders shall have the rightright to appoint a successor Agent to such capacity (and in that connection, so long as no Event of Default shall have occurred and be continuing, subject to the consent of the BorrowerCompany, such consent not to be unreasonably withheld or delayed, to appoint a successor). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation such removal or removal of the retiring Agent, 's giving of notice of resignation then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor AgentAgent to such capacity, that shall be a bank with a combined capital and surplus of at least $250,000,000 (and in that connection, so long as no Event of Default shall have occurred and be continuing, subject to the consent of the Company, not to be unreasonably withheld or delayed)). Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, (a) such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and (b) the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 11 shall continue in effect for the its benefit of such 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 it while it was acting as the Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, any the Administrative Agent may resign at any time by notifying the Lenders, each Issuer Issuing Bank and the Borrower, and any the Administrative Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, any the Administrative Agent may resign at any time by notifying the Lenders, each Issuer Issuing Bank and the Borrower, and any the Administrative Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Any Agent may resign at any time by notifying the Lenders, each Issuer Lenders and the Borrower, and any Agent may be removed with due cause at any time with or without cause by the Required Lenders. Each Agent agrees to continue to perform its duties and obligations hereunder until the earlier of the appointment of a successor thereof and the period ending 30 days following the resignation of such Agent hereunder. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successorsuccessor which shall be a Lender or an entity that is an Affiliate of a Lender. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent’s resignation or removal, as the case may be, shall nonetheless become effective and (a) the retiring Agent may, on behalf shall be discharged from its duties and obligations hereunder and (b) the Required Lenders (or any Person temporarily appointed by the Required Lenders) shall perform the duties of the Agent (and all payments and communications provided to be made by, to or through the Agent shall instead be made by or to each Lender, directly) until such time as the Required Lenders and each Issuer, appoint a successor Agentagent as provided for above in this Section 8.4. 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, (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section 8.4). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article VIII and Section 12.03 9.3 shall continue in effect for the its benefit of such 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 it while it was acting as Administrative Agent or Collateral Agent, as applicable.

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to in consultation with and upon the consent approval of the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), such consent which approval shall not to be unreasonably withheld or delayedwithheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer the Issuing Bank and the BorrowerBorrowers, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to with the consent of the BorrowerBorrowers, such which consent shall not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor Agent, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any an Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer Lenders and the Borrower, and any an Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the rightright to appoint, subject to with the consent of the BorrowerBorrower (unless a Default or Event of Default has occurred and is continuing), such consent not to be unreasonably withheld or delayed, to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent Agent, at its discretion, may, on behalf of the Lenders and each IssuerLenders, appoint a successor Agent, which shall be a bank which has an office in New York, New York with capital, surplus and undivided profits of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor 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 Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI Article X and Section 12.03 11.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken taken, suffered or omitted to be taken by any of them it while it was acting as such Agent. Each Agent agrees not to resign solely as a result of the occurrence and continuance of a Default or an Event of Default.

Resignation or Removal of Agents. 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 Issuer the Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to with the consent of the Borrower, such which consent shall not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor Agent, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any either Agent may resign at any time by notifying the Lenders, each Issuer Lenders and the Borrower, and any either Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.0611.6, any each Agent may resign at any time by notifying the Lenders, each Issuer Lenders and the Borrower, and any such Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuerat the expense of the Borrower, appoint a successor Agent, or an Affiliate of any such Lender as approved by the Required Lenders or if no such successor shall be appointed by the retiring Agent as aforesaid, the Required Lenders shall thereafter perform all of the duties of the retiring Agent hereunder (and the retiring Agent shall be discharged from its duties and obligations hereunder) until such appointment by the Required Lenders is made and accepted. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer Lenders and the Borrower, Company and any Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders Lenders, with (so long as no Default shall have the right, subject to occurred and be continuing) the consent of the Borrower, such consent (not to be unreasonably withheld or delayedwithheld) of the Company, shall have the right to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders Lenders, with (so long as no Default shall have occurred and each Issuerbe continuing) the consent (not to be unreasonably withheld) of the Company, appoint a successor Agent. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor 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 Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 11 shall continue in effect for the its benefit of such 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 it while it was acting as the Agent.

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to in consultation with and upon the consent approval of the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), such consent which approval shall not to be unreasonably withheld or delayedwithheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any Agent either of the Agents may resign at any time by notifying giving notice thereof to the Lenders, each Issuer Lenders and the BorrowerObligors, and any Agent either of the Agents may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, right to appoint a successorsuccessor Agent, which successor shall be reasonably acceptable to the Obligors. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor Agent, which successor shall be reasonably acceptable to the Obligors. Upon the acceptance of its such appointment as Agent hereunder by a successorsuccessor Agent, such successor 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 Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 shall continue in effect for the its benefit of such 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 it while it was acting as such Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Any Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Lenders and the Borrower, Borrower and any Agent may be removed at any time with or without cause the Required Lenders may remove any Agent by giving written notice to such Agent. Upon receipt of any such notice of resignation by the Required Lenders. Upon any such resignation Lenders (in the case of resignation) or notice of removal by the applicable Agent (in the case of removal), the Required Lenders shall have the right, subject to with the consent of the Borrower, Borrower so long as no Event of Default has occurred and is continuing (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent maymay (but shall not be required to), on behalf of the Lenders and each IssuerXxxxxxx, appoint a successor Agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing (such consent not to be unreasonably withheld or delayed, and the Borrower shall use commercially reasonable efforts to respond to any such consent request within ten (10) Business Days of receiving such request). Whether or not a successor has been appointed, the resignation of any Agent shall nonetheless become effective on the date that is 30 days following the retiring Agent’s notice of resignation and, in the case of removal, such removal shall become effective upon the applicable date of removal set forth by the Required Lenders in the notice of removal (provided that such date is not later than 30 days following receipt of such notice by the Agent being removed) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, (2) all payments, communications and determinations provided to be made by, to or through the retiring or removed Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 9.06 and (3) in no event shall the retiring or removed Agent or any of its Affiliates or any of their respective officers, directors, employees, agents, advisors or representatives have any liability to the Loan Parties, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor Agent to be appointed and to accept such appointment. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successoror Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this ARTICLE XI Article IX and Section 12.03 10.04 shall continue in effect for the benefit of such retiring or removed 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 the retiring or removed Agent was acting as such Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Any Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Lenders and the Borrower, Borrower and any Agent may be removed at any time with or without cause the Required Lenders may remove any Agent by giving written notice to such Agent. Upon receipt of any such notice of resignation by the Required Lenders. Upon any such resignation Lenders (in the case of resignation) or notice of removal by the applicable Agent (in the case of removal), the Required Lenders shall have the right, subject to with the consent of the Borrower, Borrower so long as no Event of Default has occurred and is continuing (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent maymay (but shall not be required to), on behalf of the Lenders and each IssuerLenders, appoint a successor Agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing (such consent not to be unreasonably withheld or delayed, and the Borrower shall use commercially reasonable efforts to respond to any such consent request within ten (10) Business Days of receiving such request). Whether or not a successor has been appointed, the resignation of any Agent shall nonetheless become effective on the date that is 30 days following the retiring Agent’s notice of resignation and, in the case of removal, such removal shall become effective upon the applicable date of removal set forth by the Required Lenders in the notice of removal (provided that such date is not later than 30 days following receipt of such notice by the Agent being removed) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, (2) all payments, communications and determinations provided to be made by, to or through the retiring or removed Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 9.06 and (3) in no event shall the retiring or removed Agent or any of its Affiliates or any of their respective officers, directors, employees, agents, advisors or representatives have any liability to the Loan Parties, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor Agent to be appointed and to accept such appointment. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successoror Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this ARTICLE XI Article IX and Section 12.03 10.04 shall continue in effect for the benefit of such retiring or removed 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 the retiring or removed Agent was acting as such Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.0611.6, any each Agent may resign at any time by notifying the Lenders, each Issuer Lenders and the Borrower, and any such Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuerat the expense of the Borrower, appoint a successor Agent, or an Affiliate of any such Lender as approved by the Required Lenders or if no such successor shall be appointed by the retiring Agent as aforesaid, the Required Lenders shall thereafter perform all of the duties of the retiring Agent hereunder (and the retiring Agent shall be discharged from its duties and obligations hereunder) until such appointment by the Required Lenders is made and accepted. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any (a) Each Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement, from time to time request (an “Agent Removal Request”) another Bank to act as the “Administrative Agent” or “Collateral Agent” hereunder. Upon receipt of any such notice of resignation or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation Effective Date”), then the retiring Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be a bank or trust company with an office in New York, New York and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000; provided that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date and with effect from the Resignation Effective Date (1) the retiring Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.9 shall continue in effect for the benefit of such 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 the retiring Agent was acting as such Agent.

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to in consultation with and upon the consent approval of the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), such consent which approval shall not to be unreasonably withheld or delayedwithheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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. If a Lender ceases to be an Agent pursuant to this Section 11.06, such Lender shall automatically cease to be a Swingline Lender and an Issuing Bank, as applicable, unless such Lender agrees otherwise.

Resignation or Removal of Agents. Subject to the appointment (a) The Administrative Agent or Citibank, N.A. (in both its capacity as Collateral Monitoring Agent and acceptance of a successor Agent as provided in this Section 11.06, any Agent Collateral Agent) may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerAmended Credit Agreement Company. Further, (i) the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement from time to time request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder and (ii) the Company may, in the event that any Applicable Tranche Commitment of a Bank serving as an Agent hereunder has been terminated by the Company as permitted by Section 2.12(a) because such Bank was a Defaulting Bank remove such Bank as an Agent hereunder and request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder (in any such case of clauses (i) and (ii), an “Agent Removal Request”). Upon receipt of any such resignation notice of resignation, removal or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring or removed Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation/Removal Effective Date”), then the retiring or removed Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent or Collateral Monitoring Agent, as applicable, which shall be a bank or trust company having the operational capacity to perform the functions of such Agent hereunder, with an office (or an Affiliate with an office) in the United States and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000 (or as may otherwise be mutually agreed among the Required Banks and the Company; provided that, if such retiring or removed Agent is unable to locate such a successor Agent having a combined capital and surplus of at least $500,000,000 within 30 days after giving such notice to the Company, then after the expiration of such 30-day period it may appoint a successor having a combined capital surplus of at least $50,000,000 and otherwise meeting the requirements of this Section; and provided further that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation or removal shall nonetheless become effective in accordance with such notice on the Resignation/Removal Effective Date and with effect from the Resignation/Removal Effective Date (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security (without any obligation to take action in connection therewith in its capacity as Collateral Agent) until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired or removed) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderas such Agent hereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while it the retiring or removed Agent was acting as such Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf Amended Credit Agreement of any of the Banks and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Nothing in this Section shall constitute a waiver or release by the Company of any claims it may have hereunder or under the other Loan Documents as a result of a Bank becoming a Defaulting Bank.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Any Agent may resign at any time by notifying the LendersLenders and the Borrower upon at least thirty (30) days’ prior written notice. Majority Lenders may, each Issuer to the extent permitted by applicable law, remove any Agent upon thirty (30) days’ notice in writing to such Agent and the Borrower. Such resignation or removal shall take effect upon the appointment of a successor Agent as provided below (or, and any Agent may be removed at any time with or without cause by if no successor has been appointed, on the Required Lenders30th day after the relevant notice). Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject in consultation with the Borrower, to appoint a successor and, unless an Event of Default has occurred and is continuing, with the consent of the Borrower, Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed, to appoint a successor). If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives such notice of its resignation or removal of (the retiring Agent“Successor Effective Date”), then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor Agent. With effect from the Successor Effective Date (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as a successor Agent is appointed as provided for above. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article XII and Section 12.03 ‎Section 13.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment (a) The Administrative Agent or Citibank, N.A. (in both its capacity as Collateral Monitoring Agent and acceptance of a successor Agent as provided in this Section 11.06, any Agent Collateral Agent) may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, (i) the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement from time to time request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder and (ii) the Company may, in the event that any Applicable Tranche Commitment of a Bank serving as an Agent hereunder has been terminated by the Company as permitted by Section 2.12(a) because such Bank was a Defaulting Bank remove such Bank as an Agent hereunder and request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder (in any such case of clauses (i) and (ii), an “Agent Removal Request”). Upon receipt of any such resignation notice of resignation, removal or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring or removed Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation/Removal Effective Date”), then the retiring or removed Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent or Collateral Monitoring Agent, as applicable, which shall be a bank or trust company having the operational capacity to perform the functions of such Agent hereunder, with an office (or an Affiliate with an office) in the United States and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000 (or as may otherwise be mutually agreed among the Required Banks and the Company; provided that, if such retiring or removed Agent is unable to locate such a successor Agent having a combined capital and surplus of at least $500,000,000 within 30 days after giving such notice to the Company, then after the expiration of such 30-day period it may appoint a successor having a combined capital surplus of at least $50,000,000 and otherwise meeting the requirements of this Section; and provided further that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation or removal shall nonetheless become effective in accordance with such notice on the Resignation/Removal Effective Date and with effect from the Resignation/Removal Effective Date (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security (without any obligation to take action in connection therewith in its capacity as Collateral Agent) until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and 76 determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired or removed) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderas such Agent hereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while it the retiring or removed Agent was acting as such Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Banks and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Nothing in this Section shall constitute a waiver or release by the Company of any claims it may have hereunder or under the other Loan Documents as a result of a Bank becoming a Defaulting Bank.

Resignation or Removal of Agents. Subject to the appointment a. The Administrative Agent or Citibank, N.A. (in both its capacity as Collateral Monitoring Agent and acceptance of a successor Agent as provided in this Section 11.06, any Agent Collateral Agent) may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, (i) the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement from time to time request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder and (ii) the Company may, in the event that any Applicable Tranche Commitment of a Bank serving as an Agent hereunder has been terminated by the Company as permitted by Section 2.12(a) because such Bank was a Defaulting Bank remove such Bank as an Agent hereunder and request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder (in any such case of clauses (i) and (ii), an “Agent Removal Request”). Upon receipt of any such resignation notice of resignation, removal or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring or removed Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation/Removal Effective Date”), then the retiring or removed Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent or Collateral Monitoring Agent, as applicable, which shall be a bank or trust company having the operational capacity to perform the functions of such Agent hereunder, with an office (or an Affiliate with an office) in the United States and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000 (or as may otherwise be mutually agreed among the Required Banks and the Company; provided that, if such retiring or removed Agent is unable to locate such a successor Agent having a combined capital and surplus of at least $500,000,000 within 30 days after giving such notice to the Company, then after the expiration of such 30-day period it may appoint a successor having a combined capital surplus of at least $50,000,000 and otherwise meeting the requirements of this Section; and provided further that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation or removal shall nonetheless become effective in accordance with 136129539 such notice on the Resignation/Removal Effective Date and with effect from the Resignation/Removal Effective Date (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security (without any obligation to take action in connection therewith in its capacity as Collateral Agent) until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired or removed) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderas such Agent hereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while it the retiring or removed Agent was acting as such Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Banks and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Nothing in this Section shall constitute a waiver or release by the Company of any claims it may have hereunder or under the other Loan Documents as a result of a Bank becoming a Defaulting Bank.

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to in consultation with and upon the consent approval of the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), such consent which approval shall not to be unreasonably withheld or delayedwithheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer the Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to in consultation with and upon the consent approval of the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), such consent which approval shall not to be unreasonably withheld or delayedwithheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to with the consent approval of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuer, 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer and the Borrower, and any Agent may be removed at any time with or without cause by the Required RequiredMajority Lenders. Upon any such resignation or removal, the Required RequiredMajority Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required RequiredMajority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuer, 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, Borrower and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become Credit Agreement Houston 3931255v.7 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 Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, Borrower and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Lenders and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or Second Lien Bridge Loan Agreement - 67 removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any (a) Each Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement, from time to time request (an “Agent Removal Request”) another Bank to act as the “Administrative Agent” or “Collateral Agent” hereunder. Upon receipt of any such notice of resignation or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation Effective Date”), then the retiring Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be a bank or trust company with an office in New York, New York and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000; provided that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date and with effect from the Resignation Effective Date (1) the retiring Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such 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 the retiring Agent was acting as such Agent.

Resignation or Removal of Agents. 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 Issuer the Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.0610.06, any Agent may resign at any time by notifying the Lenders, each Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to in consultation with and upon the consent approval of the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), such consent which approval shall not to be unreasonably withheld or delayedwithheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI X and Section 12.03 11.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any (a) Each Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement, from time to time request (an “Agent Removal Request”) another Bank to act as the “Administrative Agent” or “Collateral Agent” hereunder. Upon receipt of any such notice of resignation or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation Effective Date”), then the retiring Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be a bank or trust company with an office in New York, New York and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000; provided that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date and with effect from the Resignation Effective Date (1) the retiring Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such 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 (i) while it the retiring Agent was acting as such Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent.

Resignation or Removal of Agents. 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 Issuer and the Borrower, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuer, 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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. Any resignation or removal of an Agent shall result in a respective resignation or removal of such Agent as an “Agent” (as defined in the Alabama Credit Agreement) under the Alabama Credit Agreement, and any successor Agent appointed pursuant to this Section 11.06 shall be appointed as an “Agent” (as defined in the Alabama Credit Agreement) under the Alabama Credit Agreement in such respective capacity.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any an Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer Lenders and the Borrower, and any Agent may be removed at any time with or without cause by the Required LendersCompany. Upon any such resignation or removalresignation, the Required Lenders shall have the rightright to appoint a successor Agent to such capacity (and in that connection, so long as no Event of Default shall have occurred and be continuing, subject to the consent of the BorrowerCompany, such consent not to be unreasonably withheld or delayed, to appoint a successor). If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor AgentAgent to such capacity, that shall be a bank with a combined capital and surplus of at least $250,000,000 (and in that connection, so long as no Event of Default shall have occurred and be continuing, subject to the consent of the Company, not to be unreasonably withheld or delayed)). Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, (a) such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and (b) the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 11 shall continue in effect for the its benefit of such 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 it while it was acting as the Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any each such Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer Lenders and the Borrower. Any Lender may request at any time, and by notice to each Lender, that any Agent may be removed at any time with or without cause by cause. If, within thirty (30) days after receipt of such notice, the Required LendersMajority Lenders (excluding the vote of any Lender (or Affiliate of such Lender) that is also acting in such Agent capacity) notify the Borrower and such requesting Lender of their agreement to such removal, such Agent shall be removed. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, right to appoint a successor. If successor Agent, and if no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation or the removal of the retiring AgentAgent (such thirtieth (30th) day (or such earlier date as may be agreed by the Majority Lenders) after the giving of such notice of resignation or removal, the “Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders and each IssuerLenders, appoint a successor Agent, that shall be a bank which has a combined capital and surplus of at least U.S.$500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent (which shall not, in any event, be a Sanctioned Person), such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable Whether or not a successor has been appointed, the resignation or removal of the retiring Agent shall become effective on the Resignation Effective Date (except that in the case of any collateral security held by the Borrower Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successoris appointed). After the any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this ARTICLE XI and Section 12.03 Article X (The Agents) shall continue in effect for the its benefit of such 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 it while it was acting as AgentAdministrative Agent hereunder.

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Any Agent may resign at any time by notifying the LendersLenders and the Borrower upon at least thirty (30) days’ prior written notice. Majority Lenders may, each Issuer to the extent permitted by applicable law, remove any Agent upon thirty (30) days’ notice in writing to such Agent and the Borrower. Such resignation or removal shall take effect upon the appointment of a successor Agent as provided below (or, and any Agent may be removed at any time with or without cause by if no successor has been appointed, on the Required Lenders30th day after the relevant notice). Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives such notice of its resignation or removal of (the retiring Agent“Successor Effective Date”), then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor Agent; provided that in no event shall any such successor Administrative Agent be a Disqualified Institution. With effect from the Successor Effective Date (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as a successor Agent is appointed as provided for above. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article XII and Section 12.03 13.03 shall continue in effect for the benefit of such 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 or Removal of Agents. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, any the Administrative Agent may resign at any time by notifying the Lenders, each Issuer the Issuing Bank, the Collateral Agent and the Borrower, and any the Administrative Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, and so long as there are Lenders hereunder, the Required Lenders shall have the right, subject to in consultation with and upon the consent approval of the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), such consent which approval shall not to be unreasonably withheld or delayedwithheld, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor AgentAdministrative Agent which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, the retiring Administrative Agent shall execute such instruments as may be reasonably necessary to give effect to such succession, and the retiring Administrative Agent shall be discharged from its any further duties and obligations hereunder. The fees fees, if any, payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, if any, unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 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 it was acting as Administrative Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any (a) Each Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, (i) the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement from time to time request another Bank to act as the “Administrative Agent” or “Collateral Agent”, as applicable, hereunder and (ii) the Company may, in the event that any Applicable Tranche Commitment of a Bank serving as an Agent hereunder has been terminated by the Company as permitted by Section 2.12(a) because such Bank was a Defaulting Bank remove such Bank as an Agent hereunder and request another Bank to act as the “Administrative Agent” or “Collateral Agent”, as applicable, hereunder (in any such case of clauses (i) and (ii), an “Agent Removal Request”). Upon receipt of any such resignation notice of resignation, removal or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring or removed Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation/Removal Effective Date”), then the retiring or removed Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be a bank or trust company with an office in New York, New York and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000; provided that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation or removal shall nonetheless become effective in accordance with such notice on the Resignation/Removal Effective Date and with effect from the Resignation/Removal Effective Date (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired or removed) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderas such Agent hereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while it the retiring or removed Agent was acting as such Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Banks and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Nothing in this Section shall constitute a waiver or release by the Company of any claims it may have hereunder or under the other Loan Documents as a result of a Bank becoming a Defaulting Bank.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Either Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer the other Agent and the Borrower, and any either Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the rightright to appoint a successor Agent, subject to which shall (in the consent case of the Borrower, Administrative Agent) be a bank approved by the Borrower (such consent approval not to be unreasonably withheld withheld) that (i) has an office in New York, New York or delayedLondon, to appoint England, (ii) is registered as a successor"foreign financial institution" with the Ministry of Finance for purposes of Article 154 of the Mexican Income Tax Law, and (iii) is a resident for tax purposes of a country with which Mexico shall have entered into a treaty for the avoidance of double taxation which is in effect. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent's resignation shall nonetheless become effective and (1) the retiring Agent mayshall be discharged from its duties and obligations hereunder and (2) the Majority Lenders shall perform the duties of the Agent (and all payments and communications provided to be made by, on behalf to or through such Agent shall instead be made by or to each Lender directly) until such time as the Majority Lenders appoint a successor agent as provided for above in this paragraph, provided that the Collateral and Paying Agent shall continue to maintain control of any Collateral for the benefit of the Lenders and each Issuer, appoint until a successor Agentis appointed. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor 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 hereunderhereunder and under the Security Agreements and the Account Control Agreement except to the extent of liability arising from prior action. The fees payable by Notwithstanding the Borrower to a successor foregoing, no removal of either Agent shall be effective until all amounts then due and owing to the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorremoved Agent shall be paid in full. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this ARTICLE XI and Section 12.03 13 shall continue in effect for the its benefit of such 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 it while it was acting as an Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any 10.6 Any Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer the Issuing Bank(a) and the Borrower, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, 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 Required Lenders and shall have accepted such appointment within 30 thirty days after the retiring Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentRequired Lenders) (the “Resignation Effective Date”), then the retiring Agent may, may (but shall not be obligated to) on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor AgentAgent meeting the qualifications set forth above. Upon Whether or not a successor has been appointed such resignation shall become effective in accordance with such notice on the acceptance Resignation Effective Date. If the Person serving as an Agent is a Defaulting Lender pursuant to clause (d) of its appointment the(b) definition thereof, the Required Lenders may, to the extent permitted by Applicable Law by notice in writing to the Borrower and such Person remove such Person as an Agent hereunder by and, in consultation with the Borrower, appoint a successor, . If no such successor shall succeed to have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become vested effective in accordance with all such notice on the rights, powers, privileges and duties of Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as(c) applicable) (1) the retiring Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Borrower Lenders or the Issuing Bank under any of the Credit Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent shall be is appointed) and (2) except for any indemnity payments or other amounts then owed to the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents all payments, communications and their respective Related Parties in respect of any actions taken or omitted determinations provided to be taken made by, to or through the Administrative Agent shall instead be made by any or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of them while it was acting a successor’s appointment as Agent.Administrative 114 130164155_5

Resignation or Removal of Agents. 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 Issuer and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuer, 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any (a) Each Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement, from time to time request (an “Agent Removal Request”) another Bank to act as the “Administrative Agent” or “Collateral Agent” hereunder. Upon receipt of any such notice of resignation or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation Effective Date”), then the retiring Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be a bank or trust company with an office in New York, New York and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000; provided that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date and with effect from the Resignation Effective Date (1) the retiring Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already 50746764_11 discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such 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 the retiring Agent was acting as such Agent.

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent agent as provided in this Section 11.0611.6, any each Agent may resign at any time by notifying the Lenders, each Issuer Lenders and the Borrower, and any such Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successorsuccessor agent. If no successor agent shall have been so appointed and accepted such appointment by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the such retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the such retiring Agent may, on behalf of the Lenders and each Issuerat the expense of the Borrower, appoint a successor Agentagent, which may be an Affiliate of any existing Lender approved by the Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned). If no such successor agent shall be appointed by the retiring Agent as aforesaid, the Required Xxxxxxx shall thereafter perform all of the duties of the retiring Agent hereunder (and the retiring Agent shall be discharged from its duties and obligations hereunder and such resignation shall become effective in accordance with this Section on the applicable date) until such appointment by the Required Xxxxxxx is made and accepted. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent hereunder, the Person acting as such successor agent 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 and obligations hereunderhereunder and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent in such capacities. The fees payable by the Borrower to a successor Agent agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorsuccessor agent. After the an Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any (a) Any Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer the Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, 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 Required Lenders and shall have accepted such appointment within 30 thirty days after the retiring Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentRequired Lenders) (the “Resignation Effective Date”), then the retiring Agent may, may (but shall not be obligated to) on behalf of the Lenders and each Issuerthe Issuing Bank, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as an 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 Borrower and such Person remove such Person as an Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the Issuing Bank under any of the Credit Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successoror Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent or Collateral Agent, as the case may be (other than any rights to indemnity payments or other payments then owed to the retiring or removed Administrative Agent or Collateral Agent, as the case may be), as of the Resignation Effective Date or the Removal Effective Date, as applicable, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation hereunderor removal hereunder and under the other Credit Documents, the provisions of this ARTICLE XI Section 10 and Section 12.03 11.2 shall continue in effect for the benefit of such retiring or removed 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.agents

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to with the consent approval of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Either Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer the other Agent and the Borrower, and any either Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the rightright to appoint a successor Agent, subject to which shall, unless an Event of Default has occurred and is continuing, be approved by the consent of the Borrower, Borrower (such consent approval not to be unreasonably withheld or delayed, to appoint a successorwithheld). If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent's resignation shall nonetheless become effective and (i) the retiring Agent mayshall be discharged from its duties and obligations hereunder and (ii) the Majority Lenders shall perform the duties of the Agent (and all payments and communications provided to be made by, on behalf to or through such Agent shall instead be made by or to each Lender directly) until such time as the Majority Lenders appoint a successor agent as provided for above in this paragraph, provided that the Collateral Agent shall continue to maintain control of any Collateral for the benefit of the Lenders and each Issuer, appoint until a successor Agentis appointed. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor 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 hereunderhereunder and under any other Loan Document except to the extent of liability arising from prior action. The fees payable by Notwithstanding the Borrower to a successor foregoing, no removal of either Agent shall be effective until all amounts then due and owing to the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorremoved Agent shall be paid in full. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this ARTICLE XI and Section 12.03 Article 13 shall continue in effect for the its benefit of such 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 it while it was acting as an Agent.

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to with the consent approval of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to with the consent approval of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Either Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer the other Agent and the BorrowerBorrowers, and any either Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the rightright to appoint a successor Agent, subject to which shall, unless an Event of Default has occurred and is continuing, (in the consent case of the Borrower, Administrative Agent) be a bank approved by the Borrowers (such consent approval not to be unreasonably withheld or delayedwithheld) that (i) has an office in New York, to appoint New York, (ii) is registered as a successor"foreign financial institution" with the Ministry of Finance for purposes of Article 154 of the Mexican Income Tax Law, and (iii) is a resident for tax purposes of a country with which Mexico shall have entered into a treaty for the avoidance of double taxation which is in effect. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent's resignation shall nonetheless become effective and (1) the retiring Agent mayshall be discharged from its duties and obligations hereunder and (2) the Majority Lenders shall perform the duties of the Agent (and all payments and communications provided to be made by, on behalf to or through such Agent shall instead be made by or to each Lender directly) until such time as the Majority Lenders appoint a successor agent as provided for above in this paragraph, provided that the Collateral Agent shall continue to maintain control of any Deposit Collateral for the benefit of the Lenders and each Issuer, appoint until a successor Agentis appointed. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor 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 hereunderhereunder and under the Account Control Agreement and Intercreditor Agreement except to the extent of liability arising from prior action. The fees payable by Notwithstanding the Borrower to a successor foregoing, no removal of either Agent shall be effective until all amounts then due and owing to the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorremoved Agent shall be paid in full. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this ARTICLE XI and Section 12.03 13 shall continue in effect for the its benefit of such 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 it while it was acting as an Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any each Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer Lenders and the Borrower, and any such Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, right to appoint a successorsuccessor Agent for such Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the such retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the such retiring Agent, then the such retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor Agent,which shall be (i) a bank with an office (or having an affiliate with an office) in New York, New York having a combined capital and surplus of not less than $500,000,000 and (ii) an Eligible Assignee. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the such retiring Agent, and the such retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 10 shall continue in effect for the its benefit of such 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 it while it was acting as an Agent.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Any Agent may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Lenders and the Borrower, Borrower and any Agent may be removed at any time with or without cause the Required Lenders may remove any Agent by giving written notice to such Agent. Upon receipt of any such notice of resignation by the Required Lenders. Upon any such resignation Lenders (in the case of resignation) or notice of removal by the applicable Agent (in the case of removal), the Required Lenders shall have the right, subject to with the consent of the Borrower, Borrower so long as no Event of Default has occurred and is continuing (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent maymay (but shall not be required to), on behalf of the Lenders and each IssuerLenders, appoint a successor Agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing (such consent not to be unreasonably withheld or delayed, and the Borrower shall use commercially reasonable efforts to respond to any such consent request within ten (10) Business Days of receiving such request). Whether or not a successor has been appointed, the resignation of any Agent shall nonetheless become effective on the date that is 30 days following the retiring Agent’s notice of resignation and, in the case of removal, such removal shall become effective upon the applicable date of removal set forth by the Required Lenders in the notice of removal (provided that such date is not later than 30 days following receipt of such notice by the Agent being removed) and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, (2) all payments, communications and determinations provided to be made by, to or through the retiring or removed Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 9.06 and (3) in no event shall the retiring or removed Agent or any of its Affiliates or any of their respective officers, directors, employees, agents, advisors or representatives have any liability to the Loan Parties, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor Agent to be appointed and to accept such appointment. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successoror Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this ARTICLE XI Article IX and Section 12.03 10.04 shall continue in effect for the benefit of such retiring or removed 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 the retiring or removed Agent was acting as such Agent.. 85 4162-5889-9781

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any each Agent may resign at any time by notifying the Lenders, each Issuer giving notice thereof to Lenders and the BorrowerXxxxxx, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a respective successor Administrative Agent. Upon the acceptance of its such appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE XI SECTION 8 and Section 12.03 SECTION 10.4 shall continue in effect for the its benefit of such 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 it while it was acting as an Agent.

Resignation or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to in consultation with and upon the consent approval of the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), such consent which approval shall not to be unreasonably withheld or delayedwithheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing Bank, appoint a successor Agentsuccessor. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. (a) Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any either Agent may resign at any time by notifying the Lenders, each Issuer Lenders and the Borrower, and any either Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this ARTICLE Article XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, any Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuer Lenders and the Borrower, Company and any Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders Lenders, with (so long as no Default shall have the right, subject to occurred and be continuing) the consent of the Borrower, such consent (not to be unreasonably withheld or delayedwithheld) of the Company, shall have the right to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders Lenders, with (so long as no Default shall have occurred and each Issuerbe continuing) the consent (not to be unreasonably withheld) of the Company, appoint a successor Agent. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor 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 Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this ARTICLE XI and Section 12.03 11 shall continue in effect for the its benefit of such 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 it while it was acting as the Agent.

Resignation or Removal of Agents. Subject to the appointment (a) The Administrative Agent or Citibank, N.A. (in both its capacity as Collateral Monitoring Agent and acceptance of a successor Agent as provided in this Section 11.06, any Agent Collateral Agent) may resign at any time by notifying give notice of its resignation to the Lenders, each Issuer Banks and the BorrowerCompany. Further, (i) the Company and the Required Banks may, in the event that an Agent shall become unable to fulfill any Agent may be removed at any time with or without cause of its duties hereunder (as determined by the Required LendersCompany in its reasonable discretion) or upon mutual agreement from time to time request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder and (ii) the Company may, in the event that any Applicable Tranche Commitment of a Bank serving as an Agent hereunder has been terminated by the Company as permitted by Section 2.12(a) because such Bank was a Defaulting Bank remove such Bank as an Agent hereunder and request another Bank to act as the “Administrative Agent” or “Collateral Agent” and “Collateral Monitoring Agent”, as applicable, hereunder (in any such case of clauses (i) and (ii), an “Agent Removal Request”). Upon receipt of any such resignation notice of resignation, removal or removalrequest, the Required Lenders Banks shall have the right, subject to with the consent of the Borrower, such consent Company (not to be unreasonably withheld or delayedwithheld), to appoint a successor, which shall be a bank or trust company with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders Banks with such consent of the Company and shall have accepted such appointment within 30 days after the retiring or removed Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring AgentCompany and the Required Banks) or 30 days after such Agent Removal Request (the “Resignation/Removal Effective Date”), then the retiring or removed Agent may, may on behalf of the Lenders and each IssuerBanks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint a successor Administrative Agent or Collateral Agent or Collateral Monitoring Agent, as applicable, which shall be a bank or trust company having the operational capacity to perform the functions of such Agent hereunder, with an office (or an Affiliate with an office) in the United States and organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $500,000,000 (or as may otherwise be mutually agreed among the Required Banks and the Company); provided that, if such retiring or removed Agent is unable to locate such a successor Agent having a combined capital and surplus of at least $500,000,000 within 30 days after giving such notice to the Company, then after the expiration of such 30-day period it may appoint a successor having a combined capital surplus of at least $50,000,000 and otherwise meeting the requirements of this Section; and provided further that, if the applicable Agent shall notify the Company and such Banks that no qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a successor Agent, then such resignation or removal shall nonetheless become effective in accordance with such notice on the Resignation/Removal Effective Date and with effect from the Resignation/Removal Effective Date (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security (without any obligation to take action in connection therewith in its capacity as Collateral Agent) until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Bank directly, until such time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each case, with the consent of Company, not to be unreasonably withheld), as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent(or retired or removed) Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderas such Agent hereunder (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article and Section 12.03 11.8 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while it the retiring or removed Agent was acting as such Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Banks and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Nothing in this Section shall constitute a waiver or release by the Company of any claims it may have hereunder or under the other Loan Documents as a result of a Bank becoming a Defaulting Bank.

Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Any Agent may resign at any time by notifying the Lenders, each Issuer Lenders and the Borrower. Majority Lenders may, and to the extent permitted by applicable law, remove any Agent may be removed at any time with upon thirty (30) days’ notice in writing to such Agent and the Borrower. Such resignation or without cause by removal shall take effect upon the Required Lendersappointment of a successor Agent as provided below (or, if no successor has been appointed, on the 30th day after the relevant notice). Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives such notice of its resignation or removal of (the retiring Agent“Successor Effective Date”), then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor Agent. With effect from the Successor Effective Date (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as a successor Agent is appointed as provided for above. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation or removal hereunder, the provisions of this ARTICLE XI Article XII and Section 12.03 13.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Lenders and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerLenders, appoint a successor AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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 or Removal of Agents. 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 Issuer Issuing Bank and the Borrower, and any Agent may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right, subject to the consent of in consultation with the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each IssuerIssuing 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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.. Section 11.07

Resignation or Removal of Agents. 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 Issuer and the Borrower, and any Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuer, 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 and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such 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. Any resignation or removal of an Agent shall result in a respective resignation or removal of such Agent as an “Agent” (as defined in the Non-Alabama Credit Agreement) under the Non-Alabama Credit Agreement, and any successor Agent appointed pursuant to this Section 11.06 shall be appointed as an “Agent” (as defined in the Non-Alabama Credit Agreement) under the Non-Alabama Credit Agreement in such respective capacity.