Common use of Resignation or Removal of the Agent Clause in Contracts

Resignation or Removal of the Agent. The Agent may resign (or be removed by the Required Purchasers) as Agent at any time by giving thirty (30) days advance notice thereof to the Purchasers and the Issuer and, thereafter, the retiring or removed Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Purchasers shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent (other than a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and service.

Resignation or Removal of the Agent. The (a) Except as provided below, the Agent may, at any time, resign as Note Registrar, as Issuing Agent or as Paying Agent, by giving written notice to the Issuer of its intention to resign from any or all such offices, specifying the date on which its desired resignation shall become effective; provided that such notice shall be given not less than 45 days prior to the said effective date, unless the Issuer otherwise agrees in writing. Except as provided below, the Agent may be removed from any or all of the offices to which it is hereby appointed by the Issuer upon delivering to the Agent an instrument in writing signed by the Issuer specifying such removal and the date when such removal shall become effective (such effective date being at least 20 days after said filing). (b) If at any time the Agent shall resign (or be removed from any or all of the offices to which it is hereby appointed, then a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall be appointed by the Required Purchasers) as Agent at any time Issuer by giving thirty (30) days advance notice thereof an instrument in writing delivered to the Purchasers successor Note Registrar, Issuing Agent or Paying Agent, as the case may be. Upon the appointment as aforesaid of a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, and acceptance by the latter of such appointment, the former Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall cease to hold such office. (c) Any successor Note Registrar, Issuing Agent or Paying Agent appointed hereunder shall execute and deliver to its predecessor and the Issuer andan instrument accepting such appointment hereunder, thereafterand thereupon such successor Note Registrar, Issuing Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the retiring authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Note Registrar, Issuing Agent or removed Paying Agent hereunder, and such predecessor shall thereupon become obligated to transfer and deliver, and such successor shall be entitled to receive, copies of any relevant records maintained by such predecessor Note Registrar, Issuing Agent or Paying Agent. (d) Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be discharged from its duties a party shall, to the extent permitted by applicable law, be the successor Note Registrar, Issuing Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer. (e) The provisions of Sections 11 and obligations hereunder. Upon 13 hereof shall survive any resignation or removal hereunder and the termination of this Agreement with respect to matters occurring prior to any such resignation or removal, removal and the Required Purchasers shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent (other than a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions termination of this Section 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and serviceAgreement.

Resignation or Removal of the Agent. (i) The Agent may resign (or be removed by from the Required Purchasers) as Agent performance of all its functions and duties under this Agreement and the other Transaction Documents at any time by giving thirty (30) days advance not less than 30 days’ prior written notice thereof to the Purchasers Company and the Issuer Secured Parties, and, thereaftersubject to the appointment of a successor Agent and the acceptance of such appointment by the successor Agent, the retiring Agent may be removed at any time by the Secured Parties. Such resignation or removed removal shall take effect upon the appointment of a successor Agent shall be discharged from its duties pursuant to clauses (ii) and obligations hereunder. (iii) below. (ii) Upon any such notice of resignation or removal, the Required Purchasers Holders shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent hereunder. (other than iii) If a Disqualified Institution). If no successor Agent shall not have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) 30 days after the Agent’s giving of retiring Agent gave notice of resignation or was removed, the Required Purchasers’ giving of notice of removal, as applicable, then the retiring Agent may, on behalf of the Purchasersat its option, (i) appoint a successor Agent reasonably acceptable to the Issuer (so long who shall serve as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers Secured Parties appoint a successor agent Agent as provided above or (ii) petition any court of competent jurisdiction or may interplead the Company and the Secured Parties in a proceeding for the appointment of a successor Agent, and, in each cash, all fees, costs and expenses, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Company on demand; provided, that, notwithstanding the foregoing, in the case of a resignation by the Agent, if no successor Agent has been appointed by the 30th day after the date the Agent has given notice of its resignation in accordance with clause (i) above. In , the event that a new Agent is appointed Agent’s resignation shall nevertheless become effective and such Agent is not an Affiliate the Secured Parties shall thereafter perform all of the holders of a majority in interest duties of the NotesAgent under this Agreement until such time, then if any, as the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and serviceSecured Parties appoint a successor Agent.

Resignation or Removal of the Agent. (i) The Agent may resign (or be removed by from the Required Purchasers) as Agent performance of all its functions and duties under this Agreement, the other Collateral Documents and the other Transaction Documents at any time by giving thirty (30) days advance not less than 30 days’ prior written notice thereof to the Purchasers Company and the Issuer Secured Parties, and, thereaftersubject to the appointment of a successor Agent and the acceptance of such appointment by the successor Agent, the retiring Agent may be removed at any time by the Secured Parties. Such resignation or removed removal shall take effect upon the appointment of a successor Agent shall be discharged from its duties pursuant to clauses (ii) and obligations hereunder. (iii) below. (ii) Upon any such notice of resignation or removal, the Required Purchasers Holders shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent hereunder. (other than iii) If a Disqualified Institution). If no successor Agent shall not have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) 30 days after the Agent’s giving of retiring Agent gave notice of resignation or was removed, the Required Purchasers’ giving of notice of removal, as applicable, then the retiring Agent may, on behalf of the Purchasersat its option, (i) appoint a successor Agent reasonably acceptable to the Issuer (so long who shall serve as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers Secured Parties appoint a successor agent Agent as provided above or (ii) petition any court of competent jurisdiction or may interplead the Company and the Secured Parties in a proceeding for the appointment of a successor Agent, and, in each cash, all fees, costs and expenses, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Company on demand; provided, that, notwithstanding the foregoing, in the case of a resignation by the Agent, if no successor Agent has been appointed by the 30th day after the date the Agent has given notice of its resignation in accordance with clause (i) above. In , the event that a new Agent is appointed Agent’s resignation shall nevertheless become effective and such Agent is not an Affiliate the Secured Parties shall thereafter perform all of the holders of a majority in interest duties of the NotesAgent under this Agreement and each other Collateral Document until such time, then if any, as the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and serviceSecured Parties appoint a successor Agent.

Resignation or Removal of the Agent. (a) The Agent may resign (or be removed by the Required Purchasers) as Agent at any time give Notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrower, and, so long as no Default is continuing, subject to the consent of the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an affiliate thereof with an office in the United States. If no such successor shall have been so appointed by giving the Majority Lenders and shall have accepted such appointment within thirty (30) days advance notice thereof after the retiring Agent gives Notice of its resignation (or such earlier day as shall be agreed by 121 the Majority Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, in consultation with the Borrower, and, so long as no Default is continuing, subject to the Purchasers consent of the Borrower, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such Notice on the Resignation Effective Date. (b) If the Person serving as the Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by Notice to the Borrower and such Person remove such Person as the Issuer Agent and, thereafterin consultation with the Borrower, and, so long as no Default is continuing, subject to the consent of the Borrower, appoint a successor, which successor Agent shall be a Lender and maintain an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority 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. Upon hereunder and under the other Loan Documents (except that, in the event any such resignation collateral security is then being held by the Agent on behalf of the Lenders, or removalthe Issuing Banks under any of the Loan Documents, the Required Purchasers retiring or removed Agent shall have the right, subject continue to hold such collateral security until such time as a successor Agent is appointed); and (2) except for any indemnity payments owed to the approval of the Issuer (so long as no Event of Default has occurred retiring or removed Agent, all payments, communications and is continuing; such approval not determinations provided to be unreasonably withheld)made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a successor Agent (other than a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (provided for in each case, other than a Disqualified Institution)this Section 10.07. Upon the acceptance of any appointment as Agent hereunder by a successor Agentof such appointment for it to act as successor Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall, except as provided above, be discharged from all of its duties and obligations hereunder or under the other Loan Documents (provided that the foregoing shall not relieve the retiring or removed Agent from any liability for its gross negligence or willful misconduct hereunder, as determined by a court of competent jurisdiction by a final and nonappealable judgment). The fees payable by the Borrower to a successor Agent shall be the same as those payable to the predecessor Agent unless otherwise agreed between the Borrower and such successor Agent. After any the retiring or removed Agent’s resignation or removal hereunder as Agentand under the other Loan Documents, the provisions of this Article 10 and Section 11.06 11.03 and Section 11.04 shall continue in effect for the benefit of such retiring or removed Agent and its benefit sub-agents in respect of any actions taken or omitted to be taken by it any of them (i) while it the retiring or removed Agent was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty and (30ii) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s 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. 122 (d) Any resignation by Bank of America, N.A., as the Agent pursuant to this Section 10.07 shall nevertheless thereupon also constitute its resignation as Issuing Bank. If Bank of America, N.A. resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank provided for hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as Issuing Bank and all L/C Obligations with respect thereto. Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender and such Xxxxxx agrees to act in such capacity), (1) such successor shall succeed to and become effective and the Required Purchasers shall perform vested with all of the rights, powers, privileges, duties and obligations of the Agent retiring Issuing Bank, (2) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder until such timeor under the other Loan Documents (provided that the foregoing shall not relieve the retiring Issuing Bank from any liability for its gross negligence or willful misconduct hereunder, as determined by a court of competent jurisdiction by a final and nonappealable judgment), and (3) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, as that were issued by the Required Purchasers appoint a successor agent as provided for above. In retiring Issuing Bank and which remain outstanding at the event that a new Agent is appointed and time of such Agent is not an Affiliate succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the holders obligations of a majority in interest Bank of the NotesAmerica, then the Issuer shall agree to pay N.A. with respect to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and serviceoutstanding Letters of Credit.

Resignation or Removal of the Agent. The (a) Except as provided below, the Agent may at any time resign as Note Registrar, as Issuing Agent or as Paying Agent by giving written notice to the Issuer of its intention to resign from any or all such offices, specifying the date on which its desired resignation shall become effective; provided that such notice shall be given not less than 45 days prior to the said effective date unless the Issuer otherwise agrees in writing. Except as provided below, the Agent may be removed from any or all of the offices to which it is hereby appointed by the Issuer delivering to the Agent an instrument in writing signed by the Issuer specifying such removal and the date when it shall become effective (such effective date being at least 20 days after said filing). (b) If at any time the Agent shall resign or be removed from any or all of the offices to which it is hereby appointed, then a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall be appointed by the Required Purchasers) as Agent at any time Issuer by giving thirty (30) days advance notice thereof an instrument in writing delivered to the Purchasers successor Note Registrar, Issuing Agent or Paying Agent, as the case may be. Upon the appointment as aforesaid of a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, and acceptance by the latter of such appointment, the former Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall cease to hold such office. (c) Any successor Note Registrar, Issuing Agent or Paying Agent appointed hereunder shall execute and deliver to its predecessor and the Issuer andan instrument accepting such appointment hereunder, thereafterand thereupon such successor Note Registrar, Issuing Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the retiring authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Note Registrar, Issuing Agent or removed Paying Agent hereunder, and such predecessor shall thereupon become obligated to transfer and deliver, and such successor shall be entitled to receive, copies of any relevant records maintained by such predecessor Note Registrar, Issuing Agent or Paying Agent. (d) Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be discharged from its duties a party shall, to the extent permitted by applicable law, be the successor Note Registrar, Issuing Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer. (e) The provisions of Section 11 hereof shall survive any resignation or removal hereunder and obligations hereunder. Upon the termination of this Agreement with respect to matters occurring prior to any such resignation or removal, removal and the Required Purchasers shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent (other than a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions termination of this Section 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and serviceAgreement.

Resignation or Removal of the Agent. The (a) Except as provided below, the Agent may at any time resign as Note Registrar, as Issuing Agent or as Paying Agent by giving written notice to the Issuer of its intention to resign from any or all such offices, specifying the date on which its desired resignation shall become effective; provided that such notice shall be given not less than 45 days prior to the said effective date unless the Issuer otherwise agrees in writing. Except as provided below, the Agent may be removed from any or all of the offices to which it is hereby appointed by the Issuer delivering to the Agent an instrument in writing signed by the Issuer specifying such removal and the date when it shall become effective (such effective date being at least 20 days after said filing). (b) If at any time the Agent shall resign or be removed from any or all of the offices to which it is hereby appointed, then a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall be appointed by the Required Purchasers) as Agent at any time Issuer by giving thirty (30) days advance notice thereof an instrument in writing delivered to the Purchasers successor Note Registrar, Issuing Agent or Paying Agent, as the case may be. Upon the appointment as aforesaid of a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, and acceptance by the latter of such appointment, the former Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall cease to hold such office. (c) Any successor Note Registrar, Issuing Agent or Paying Agent appointed hereunder shall execute and deliver to its predecessor and the Issuer andan instrument accepting such appointment hereunder, thereafterand thereupon such successor Note Registrar, Issuing Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the retiring authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Note Registrar, Issuing Agent or removed Paying Agent hereunder, and such predecessor shall thereupon become obligated to transfer and deliver, and such successor shall be entitled to receive, copies of any relevant records maintained by such predecessor Note Registrar, Issuing Agent or Paying Agent. (d) Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be discharged from its duties a party shall, to the extent permitted by applicable law, be the successor Note Registrar, Issuing Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer. (e) The provisions of Sections 9 and obligations hereunder. Upon 11 hereof shall survive any resignation or removal hereunder and the termination of this Agreement with respect to matters occurring prior to any such resignation or removal, removal and the Required Purchasers shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent (other than a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions termination of this Section 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and serviceAgreement.

Resignation or Removal of the Agent. (a) The Agent may resign (or be removed by from the Required Purchasers) as Agent performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving thirty (30) days advance 15 Business Days' prior written notice thereof to the Purchasers Borrower and the Issuer andLenders, thereafter, and the retiring Agent may be removed at any time by written notice of removal from the Required Lenders to the Agent and the Borrower. Such resignation or removed removal shall take effect upon the appointment of a successor Agent shall be discharged from its duties pursuant to clauses (b) and obligations hereunder. (c) below or as otherwise provided below. (b) Upon any such notice of resignation or removal, the Required Purchasers Lenders shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (other than c) If a Disqualified Institution). If no successor Agent shall not have been so appointed by within such 15 Business Day period, the Agent, with the consent of the Borrower, shall (or the Borrower, with the consent of the Required PurchasersLenders, been approved (so long as no Event of Default has occurred and is continuingmay) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a commercial bank or trust company with capital and surplus of not less than $500,000,000 as successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment who shall serve as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder thereunder until such time, if any, as the Required Purchasers Lenders appoint a successor agent Agent as provided for above. In . (d) If no successor Agent has been appointed pursuant to clause (b) or (c) above by the event that a new 20th Business Day after the date such notice of resignation was given by the Agent is appointed or the date of removal by the Required Lenders, the Agent's resignation or removal shall become effective and such Agent is not an Affiliate the Lenders shall thereafter perform all the duties of the holders of Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a majority in interest of the Notes, then the Issuer shall agree to pay to such successor Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and serviceas provided above.

Resignation or Removal of the Agent. (a) The Agent may at any time resign in any of its capacities by giving written notice to the Issuer of its intention to resign from any or all such offices, specifying the date on which its desired resignation shall become effective; provided that such notice shall be given not less than 30 days prior to the said effective date unless the Issuer otherwise agrees in writing. Except as provided below, the Agent may be removed from any or all of the offices to which it is hereby appointed by the Issuer delivering to the Agent an instrument in writing signed by the Issuer specifying such removal and the date when it shall become effective (such effective date being at least 20 days after said filing). (b) If at any time the Agent shall resign or be removed by from any or all of the Required Purchasers) as Agent at any time by giving thirty (30) days advance notice thereof offices to the Purchasers and the Issuer andwhich it is hereby appointed, thereafter, the retiring or removed then a successor Agent shall be discharged from its duties and obligations hereunderappointed by the Issuer by an instrument in writing delivered to the successor Agent. Upon any such resignation or removal, the Required Purchasers shall have the right, subject to the approval appointment as aforesaid of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent (other than a Disqualified Institution)and acceptance by the latter of such appointment, the former Agent shall cease to hold such office. If no successor Agent shall have has been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) 60 days after the Agent’s giving of notice of resignation or Agent has resigned, the Required Purchasers’ giving of notice of removalIssuer shall act as such Agent other than as DTC Custodian, as applicable, then the Agent may, on behalf of the Purchasers, appoint and any Global Notes shall be delivered to a successor DTC Custodian, or if none to DTC. (c) Any successor Agent reasonably acceptable appointed hereunder shall execute and deliver to its predecessor and the Issuer (so long as no Default or Event of Default has occurred an instrument accepting such appointment hereunder, and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment as Agent hereunder by a thereupon such successor Agent, such successor Agent without any further act, deed or conveyance, shall thereupon succeed to and become vested with all the authority, rights, powers, privileges immunities, duties and duties obligations of such predecessor with like effect as if originally named as the applicable Agent hereunder, and such predecessor shall thereupon become obligated to transfer and deliver, and such successor shall be entitled to receive, copies of any relevant records maintained by such predecessor Agent. (d) Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Note Registrar, Calculation Agent, DTC Custodian or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the retiring parties hereto. Notice of any such merger, conversion or removed Agent. After consolidation shall forthwith be given to the Issuer. (e) The provisions of Sections 11 and 13 hereof shall survive any retiring Agent’s resignation or removal hereunder as Agent, and the provisions termination of this Section 11.06 shall continue in effect for its benefit in Agreement with respect of to matters occurring prior to any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s such resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all termination of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and servicethis Agreement.

Resignation or Removal of the Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign (or be removed by the Required Purchasers) as Agent at any time by giving thirty (30) days advance written notice thereof to the Purchasers Lenders and the Issuer andBorrower, thereafterand the Agent may be removed at any time with or without cause by the Required Lenders; provided, that the retiring or removed Agent Borrower and the other Lenders shall be discharged from its duties and obligations hereunderpromptly notified thereof. Upon any such resignation or removal, the Required Purchasers Lenders shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), right to appoint a successor Agent (other than a Disqualified Institution)Agent. If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred Lenders and is continuing) by the Issuer or shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation or the Required Purchasers’ giving Lenders' removal of notice of removal, as applicablethe retiring Agent, then the retiring Agent may, on behalf of the PurchasersLenders, appoint a successor Agent, which shall be a bank which has an office in New York, New York. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent reasonably acceptable to promptly so notify the Issuer (so long as no Default or Event of Default has occurred Borrower and is continuing) (in each case, the other than a Disqualified Institution)Lenders. Upon the acceptance of any appointment as the Agent 84 91 hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s 's resignation or removal hereunder as the Agent, the provisions of this Section 11.06 Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and service.

Resignation or Removal of the Agent. The Agent may resign (or be removed by the Required Purchasers) as Agent If at any time by giving thirty the Agent deems it advisable, in its sole discretion, it may submit to each of the Banks and Borrower a written notification of its resignation as the Agent under this Agreement, such resignation (30) days advance notice thereof subject to the Purchasers further provisions of this Section 8.8) to be effective on the thirtieth day after the date of such notice. The Majority Banks may at any time remove the Agent, effective on the date specified by them, by written notice to the Agent and the Issuer and, thereafter, the retiring or removed Agent shall be discharged from its duties and obligations hereunderBorrower. Upon any such resignation or removal, the Required Purchasers shall have the rightMajority Banks, subject to the approval prior written consent of the Issuer Borrower (so long as no Event of Default has occurred and is continuing; such approval which consent shall not to be unreasonably withheld), shall have the right to appoint a successor Agent (other than a Disqualified Institution)Agent, which successor Agent, provided that no Event of Default shall have occurred and be continuing, shall be reasonably satisfactory to Borrower. If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred Majority Banks and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicableresignation, then the retiring Agent may, on behalf of the PurchasersBanks, appoint a successor Agent, which successor Agent reasonably acceptable shall be either a Bank or if none of the Banks is willing to serve as successor Agent, a bank having combined capital and surplus of at least $100,000,000. Any such appointment of a successor Agent shall be subject to the Issuer prior written approval of Borrower (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institutionwhich approval shall not be unreasonably withheld). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. Borrower and the Banks shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Section 11.06 Article VIII shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as the Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective under this Agreement and the Required Purchasers Revolving Notes. Notwithstanding the foregoing provisions of this Section 8.8, if at any time there shall perform all of not be a duly appointed and acting Agent, Borrower agrees to make each payment due hereunder and under the duties of Revolving Notes directly to the Agent hereunder until Banks entitled thereto during such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and service.

Resignation or Removal of the Agent. The (a) Except as provided below, the Agent may, at any time, resign as Calculation Agent, Note Registrar, as Issuing Agent or as Paying Agent, by giving written notice to the Issuer of its intention to resign from any or all such offices, specifying the date on which its desired resignation shall become effective; provided that such notice shall be given not less than 45 days prior to the said effective date, unless the Issuer otherwise agrees in writing. Except as provided below, the Agent may be removed from any or all of the offices to which it is hereby appointed by the Issuer upon delivering to the Agent an instrument in writing signed by the Issuer specifying such removal and the date when such removal shall become effective (such effective date being at least 20 days after said filing). (b) If at any time the Agent shall resign (or be removed from any or all of the offices to which it is hereby appointed, then a successor Calculation Agent, Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall be appointed by the Required Purchasers) as Agent at any time Issuer by giving thirty (30) days advance notice thereof an instrument in writing delivered to the Purchasers successor Note Registrar, Issuing Agent or Paying Agent, as the case may be. Upon the appointment as aforesaid of a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, and acceptance by the latter of such appointment, the former Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall cease to hold such office. (c) Any successor Calculation Agent, Note Registrar, Issuing Agent or Paying Agent appointed hereunder shall execute and deliver to its predecessor and the Issuer andan instrument accepting such appointment hereunder, thereafterand thereupon such successor Calculation Agent, Note Registrar, Issuing Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the retiring authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Calculation Agent, Note Registrar, Issuing Agent or removed Paying Agent hereunder, and such predecessor shall thereupon become obligated to transfer and deliver, and such successor shall be entitled to receive, copies of any relevant records maintained by such predecessor Note Registrar, Issuing Agent or Paying Agent. (d) Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be discharged from its duties a party shall, to the extent permitted by applicable law, be the successor Calculation Agent, Note Registrar, Issuing Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer. (e) The provisions of Sections 11 and obligations hereunder. Upon 13 hereof shall survive any resignation or removal hereunder and the termination of this Agreement with respect to matters occurring prior to any such resignation or removal, removal and the Required Purchasers shall have the right, subject to the approval of the Issuer (so long as no Event of Default has occurred and is continuing; such approval not to be unreasonably withheld), to appoint a successor Agent (other than a Disqualified Institution). If no successor Agent shall have been so appointed by the Required Purchasers, been approved (so long as no Event of Default has occurred and is continuing) by the Issuer or have accepted such appointment within thirty (30) days after the Agent’s giving of notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, then the Agent may, on behalf of the Purchasers, appoint a successor Agent reasonably acceptable to the Issuer (so long as no Default or Event of Default has occurred and is continuing) (in each case, other than a Disqualified Institution). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions termination of this Section 11.06 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or the Required Purchasers’ giving of notice of removal, as applicable, the retiring Agent’s resignation or removal shall nevertheless thereupon become effective and the Required Purchasers shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. In the event that a new Agent is appointed and such Agent is not an Affiliate of the holders of a majority in interest of the Notes, then the Issuer shall agree to pay to such Agent the fees and expenses (such fees to be payable annually in advance) that such Agent may reasonably request in connection with its appointment and serviceAgreement.