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

Resignation or Removal of the Agents. (a) An Agent may at any time give Notice of its resignation to the Lenders, the Issuing Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrowers, 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 the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Notice of its resignation (or such earlier day as shall be agreed by 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 Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, 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 Majority Lenders may, to the extent permitted by applicable law, by Notice to the Borrowers and such Person remove such Person as the Agent and, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, 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 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 and under the other Loan Documents (except that, in the event any collateral security is then being held by the Agent on behalf of the Lenders, or the Issuing Banks 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 is appointed); and (2) 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 and Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a successor Agent as provided for in this Section 10.07. Upon the acceptance by a successor of such appointment for it to act as successor Agent hereunder, such successor shall 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). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to the predecessor Agent unless otherwise agreed between the Borrowers and such successor Agent. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 10 and Section 11.03 and Section 11.04 shall continue in effect for the benefit of such retiring or removed Agent and its sub‑Agents in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as the Agent hereunder. (d) Any resignation by Bank of America, N.A., as the Agent pursuant to this Section 10.07 shall also constitute its resignation as Issuing Bank and the resignation of Bank of America, N.A. (Canada Branch) as Canadian Agent. 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), (1) such successor shall succeed to and become vested with all of the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, (2) the retiring Issuing Bank shall 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 Issuing Bank from any liability for its gross negligence or willful misconduct hereunder), and (3) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, that were issued by the retiring Issuing Bank and which remain outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such outstanding Letters of Credit.

Resignation or Removal of the Agents. (a) An Agent may at any time give Notice of its resignation to the Lenders, the Issuing Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrowers, 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 the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Notice of its resignation (or such earlier day as shall be agreed by 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 Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, 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 Majority Lenders may, to the extent permitted by applicable law, by Notice to the Borrowers and such Person remove such Person as the Agent and, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, 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 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 and under the other Loan Documents (except that, in the event any collateral security is then being held by the Agent on behalf of the Lenders, or the Issuing Banks 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 is appointed); and (2) 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 and Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a successor Agent as provided for in this Section 10.07. Upon the acceptance by a successor of such appointment for it to act as successor Agent hereunder, such successor shall 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). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to the predecessor Agent unless otherwise agreed between the Borrowers and such successor Agent. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 10 and Section 11.03 and Section 11.04 shall continue in effect for the benefit of such retiring or removed Agent and its sub‑Agents sub-Agents in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as the Agent hereunder. (d) Any resignation by Bank of America, N.A., as the Agent pursuant to this Section 10.07 shall also constitute its resignation as Issuing Bank and the resignation of Bank of America, N.A. (Canada Branch) as Canadian Agent. 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), (1) such successor shall succeed to and become vested with all of the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, (2) the retiring Issuing Bank shall 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 Issuing Bank from any liability for its gross negligence or willful misconduct hereunder), and (3) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, that were issued by the retiring Issuing Bank and which remain outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such outstanding Letters of Credit.

Resignation or Removal of the Agents. (a) An Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent or Auction Agent may resign at any time give Notice of its resignation by giving notice thereof to the Lenders, the Issuing Banks Lenders and the BorrowersCompany, and the Administrative Agent or Auction Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Lenders shall have the right, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrower, right to appoint a successor, which shall be a bank with an office in successor Administrative Agent or Auction Agent as the United States, or an affiliate thereof with an office in the United Statescase may be. If no such successor Administrative Agent or Auction Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Notice Administrative Agent's or Auction Agent's giving of its notice of resignation (or such earlier day as shall be agreed by the Majority Lenders) (' removal of the “Resignation Effective Date”)retiring Administrative Agent or Auction Agent, then the retiring Administrative Agent or Auction Agent, as the case may (but shall not be obligated to)be, on behalf of the Lenders and the Issuing Banks, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, 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 Majority Lenders may, to the extent permitted by applicable law, by Notice to the Borrowers and such Person remove such Person as the Agent and, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, 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 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 and under the other Loan Documents (except that, in the event any collateral security is then being held by the Agent on behalf of the Lenders, or the Issuing Banks 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 is appointed); and (2) 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 and Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a respective successor Administrative Agent as provided for in this Section 10.07or Auction Agent. Upon the acceptance of such appointment hereunder by a successor of such appointment for it to act as successor Administrative Agent hereunderor Auction Agent, such successor Administrative Agent or Auction Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent or removed Agent (other than any rights to indemnity payments owed to Auction Agent, as the retiring or removed Agent)case may be, and the retiring Administrative Agent or removed Auction Agent shall, except as provided above, shall 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). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to the predecessor Agent unless otherwise agreed between the Borrowers and such successor Agent. After the any retiring Administrative Agent's or removed Auction Agent’s 's resignation or removal hereunder and under the other Loan Documentsas Administrative Agent or Auction Agent, the provisions of this Article 10 XI and Section 11.03 and Section 11.04 12.03 shall continue in effect for the its benefit of such retiring or removed Agent and its sub‑Agents in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Administrative Agent hereunderor Auction Agent. (d) Any resignation by Bank of America, N.A., as the Agent pursuant to this Section 10.07 shall also constitute its resignation as Issuing Bank and the resignation of Bank of America, N.A. (Canada Branch) as Canadian Agent. 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), (1) such successor shall succeed to and become vested with all of the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, (2) the retiring Issuing Bank shall 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 Issuing Bank from any liability for its gross negligence or willful misconduct hereunder), and (3) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, that were issued by the retiring Issuing Bank and which remain outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such outstanding Letters of Credit.

Resignation or Removal of the Agents. Subject to the appointment and acceptance of a successor Agent as provided below, each Agent may, upon thirty (a30) An Agent may days’ prior notice, resign at any time give Notice of its resignation by giving notice thereof to the Lenders and the Obligors, and each Agent may, upon thirty (30) days’ prior notice, be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Issuing Banks and the Borrowers. Upon receipt Required Lenders (if no Default or Event of any such notice of resignationDefault then exists, the Majority Lenders shall have the right, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the written consent of the Borrower, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successorsuccessor Administrative Agent or Collateral Agent, which shall be a bank with an office in as the United States, or an affiliate thereof with an office in the United Statescase may be. If no such successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Notice relevant existing Agent’s giving of its notice of resignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”)’ election to remove such existing Agent, then the retiring such existing Agent may (but shall not be obligated to)may, on behalf of the Lenders and the Issuing Banks, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the BorrowersLenders, appoint a successor Agent meeting Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$500,000,000 (or its equivalent), or petition any court of competent jurisdiction for the qualifications set forth above. Whether or not appointment of a successor has been appointed, such resignation shall become effective in accordance with such Notice on Agent. Upon the Resignation Effective Date. (b) If the Person serving as an Agent is a Defaulting Lender pursuant to clause (d) acceptance of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by Notice to the Borrowers and such Person remove such Person any appointment as the Administrative Agent andor Collateral Agent, in consultation with as the Borrowerscase may be, and, so long as no Default is continuing, subject to the consent of the Borrowers, appoint hereunder by 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 thereupon succeed to and become vested with all the Majority Lenders rights, powers, privileges and shall have accepted duties of such appointment within 30 days (or existing Agent, and 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 existing Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, in the event hereunder: After any collateral security is then being held by the Agent on behalf of the Lenders, or the Issuing Banks 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 is appointed); and (2) 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 and Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a successor Agent as provided for in this Section 10.07. Upon the acceptance by a successor of such appointment for it to act as successor Agent hereunder, such successor shall 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). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to the predecessor Agent unless otherwise agreed between the Borrowers and such successor Agent. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documentshereunder, the provisions of this Article 10 and Section 11.03 and Section 11.04 shall continue in effect for the its benefit of such retiring or removed Agent and its sub‑Agents in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Agent hereunderAgent. (d) Any resignation by Bank of America, N.A., as the Agent pursuant to this Section 10.07 shall also constitute its resignation as Issuing Bank and the resignation of Bank of America, N.A. (Canada Branch) as Canadian Agent. 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), (1) such successor shall succeed to and become vested with all of the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, (2) the retiring Issuing Bank shall 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 Issuing Bank from any liability for its gross negligence or willful misconduct hereunder), and (3) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, that were issued by the retiring Issuing Bank and which remain outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such outstanding Letters of Credit.

Resignation or Removal of the Agents. (a) An Agent may at any time give Notice of its resignation to the Lenders, the Issuing Banks and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the BorrowersBorrower, 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 the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Notice of its resignation (or such earlier day as shall be agreed by 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 BorrowersBorrower, and, so long as no Default is continuing, subject to the consent of the BorrowersBorrower, 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 Majority Lenders may, to the extent permitted by applicable law, by Notice to the Borrowers Borrower and such Person remove such Person as the Agent and, in consultation with the BorrowersBorrower, and, so long as no Default is continuing, subject to the consent of the BorrowersBorrower, 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 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 and under the other Loan Documents (except that, in the event any collateral security is then being held by the Agent on behalf of the Lenders, or the Issuing Banks 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 is appointed); appointed); and (2) 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 and Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a successor Agent as provided for in this Section 10.07. Upon the acceptance by a successor of such appointment for it to act as successor Agent hereunder, such successor shall 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). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to the predecessor Agent unless otherwise agreed between the Borrowers Borrower and such successor Agent. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 10 and Section 11.03 and Section 11.04 shall continue in effect for the benefit of such retiring or removed Agent and its sub‑Agents sub-Agents in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as the Agent hereunder. (d) Any resignation by Bank of America, N.A.KeyBank National Association, as the Agent pursuant to this Section 10.07 shall also constitute its resignation as Issuing Bank and the resignation of Bank of America, N.A. (Canada Branch) as Canadian AgentBank. If Bank of America, N.A. KeyBank National Association 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), (1) such successor shall succeed to and become vested with all of the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, (2) the retiring Issuing Bank shall 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 Issuing Bank from any liability for its gross negligence or willful misconduct hereunder), and (3) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, that were issued by the retiring Issuing Bank and which remain outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. KeyBank National Association to effectively assume the obligations of Bank of America, N.A. KeyBank National Association with respect to such outstanding Letters of Credit.

Resignation or Removal of the Agents. (a) An Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent or Auction Agent may resign at any time give Notice of its resignation by giving notice thereof to the Lenders, the Issuing Banks Lenders and the BorrowersCompany, and the Administrative Agent or Auction Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such notice of resignationresignation or removal, the Majority Lenders shall have the right, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrower, right to appoint a successor, which shall be a bank with an office in successor Administrative Agent or Auction Agent as the United States, or an affiliate thereof with an office in the United Statescase may be. If no such successor Administrative Agent or Auction Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Notice Administrative Agent's or Auction Agent's giving of its notice of resignation (or such earlier day as shall be agreed by the Majority Lenders) (' removal of the “Resignation Effective Date”)retiring Administrative Agent or Auction Agent, then the retiring Administrative Agent or Auction Agent, as the case may (but shall not be obligated to)be, on behalf of the Lenders and the Issuing Banks, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, 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 Majority Lenders may, to the extent permitted by applicable law, by Notice to the Borrowers and such Person remove such Person as the Agent and, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, 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 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 and under the other Loan Documents (except that, in the event any collateral security is then being held by the Agent on behalf of the Lenders, or the Issuing Banks 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 is appointed); and (2) 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 and Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a respective successor Administrative Agent as provided for in this Section 10.07or Auction Agent. Upon the acceptance of such appointment hereunder by a successor of such appointment for it to act as successor Administrative Agent hereunderor Auction Agent, such successor Administrative Agent or Auction Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent or removed Agent (other than any rights to indemnity payments owed to Auction Agent, as the retiring or removed Agent)case may be, and the retiring Administrative Agent or removed Auction Agent shall, except as provided above, shall 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). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to the predecessor Agent unless otherwise agreed between the Borrowers and such successor Agent. After the any retiring Administrative Agent's or removed Auction Agent’s 's resignation or removal hereunder and under the other Loan Documentsas Administrative Agent or Auction Agent, the provisions of this Article 10 XI and Section 11.03 and Section 11.04 12.03 shall continue in effect for the its benefit of such retiring or removed Agent and its sub‑Agents in respect of any actions taken or omitted to be taken by any of them it while the retiring or removed Agent it was acting as the Administrative Agent hereunder. (d) Any resignation by Bank of America, N.A., as the Agent pursuant to this Section 10.07 shall also constitute its resignation as Issuing Bank and the resignation of Bank of America, N.A. (Canada Branch) as Canadian or Auction Agent. 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), (1) such successor shall succeed to and become vested with all of the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, (2) the retiring Issuing Bank shall 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 Issuing Bank from any liability for its gross negligence or willful misconduct hereunder), and (3) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, that were issued by the retiring Issuing Bank and which remain outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such outstanding Letters of Credit.ARTICLE XII MISCELLANEOUS Section