Common use of Resignation; Removal Clause in Contracts

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Collateral Agent may resign at any time by giving thirty (30) calendar days’ 90 days prior written notice thereof to the Lenders Credit Agent and the BorrowerCompany. The Collateral Agent agrees to resign within 60 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Event of Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed as upon 30 days written notice given by the Credit Agent by all at the direction of the Lenders (other not less than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentRequired Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing an Event of Default, the Company shall appoint from among the Lenders (which appointment shall be subject to the approval of the Required Lenders, subject such approval not to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of an Event of Default, the Required Lenders shall appoint from among the Lenders, a successor agent for such Collateral Agent. Following the appointment and acceptance of a successor Collateral Agent the Credit Agent shall notify the Collateral Agent as to who the successor Collateral Agent is and the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If no the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent prior to the expiration of any of the time periods set forth above, the Credit Agent (or an Affiliate thereof designated by the Credit Agent) shall be deemed a successor Collateral Agent until the appointment of and acceptance by a different successor Collateral Agent, and the Collateral Agent shall have been appointed and shall have accepted such appointment be permitted to transfer all the Collateral held by the Collateral Agent to the Credit Agent (or an Affiliate thereof designated by the Credit Agent) within thirty (30) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint applicable time period set forth above. Within 30 days after the appointment of a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P Collateral Agent and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the successor's acceptance of any appointment as Agentsuch appointment, such that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder as Agentfor the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After any retiring Agent’s the resignation or its removalremoval of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Collateral Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty sixty (3060) calendar days’ days prior written notice thereof to the Lenders Banks and the Borrower. The Agent may be removed as Agent Required Banks (determined without regard to Notes and Commitments held by all of the Lenders (other than Bank which is the Lender then acting as Agent) and may remove the Borrower Agent upon 30 days’ ' prior written notice if to the Agent after the occurrence of one of the following (iunless cured within the 30 day period): (a) is found a material uncured default by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct the Agent in the course performance of performing its duties hereunder duties; (b) the failure of the Agent, as a Bank, to advance its pro-rata share of the Loans in accordance with this Credit Agreement; or (iic) has become or is insolvent or has become the subject appointment of a bankruptcy receiver for the Agent or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken the assumption of the Agent's operations by any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentfederal regulatory agency with jurisdiction over the Agent. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Banks shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be any Lender or any a financial institution whose senior debt obligations are rated having a rating of not less than “A2” A or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedStandard & Poor's Corporation. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agenthereunder. After any retiring Agent’s resignation or its removal's resignation, the provisions of this Credit Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all of for failure to perform its material obligations under this Agreement provided that the Required Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ shall have given prior written notice if to the Agent of its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (i30) is found by a court calendar days after receipt of competent jurisdiction in a finalnotice of such failure (or such failure cannot reasonably be cured within such thirty (30) day period, non-appealable judgment then within such longer period of time as may be necessary to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or complete such cure so long as Agent commences such cure within such thirty (ii30) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any day period and thereafter diligently pursues such proceeding or appointmentcure to completion). Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “AA2” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent thereafter arising. After any retiring or removed Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, in the event that the Lender that is also the Agent may assign its rights shall at any time hold a Commitment less than $10,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and duties the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents Documents, subject to any the terms of its Affiliates by giving the Borrower and each Lender prior written noticethis §14.9.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the BorrowerBorrowers; provided, however, that unless a Default or Event of Default shall have occurred and be continuing, no such resignation shall be permitted without Borrowers’ consent, such consent not to be unreasonably conditioned, withheld or delayed. The Majority Lenders may remove the Agent may be removed as Agent by all in the event of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed ’s gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentmisconduct. Upon any such resignation or removal, the Required Majority Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2A3” or its equivalent by Xxxxx’x Investors Service, Inc. or not less than “AA-” or its equivalent by S&P Standard & Poor’s corporation and which has a net worth of not less than $500,000,000.00500,000,000. Any such resignation or removal shall be effective upon appointment and acceptance of a successor agent selected by the Majority Lenders. If no successor Agent shall have been appointed and shall have accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank whose debt obligations are rated not less than “A3” or its equivalent by Xxxxx’x Investors Service, Inc. or not less than “A-” or its equivalent by Standard & Poor’s Corporation and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedBorrowers. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or its removalthe removal of any Agent, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all Required Lenders (excluding for the purposes hereof the Commitment of the Lenders (other than the Lender then acting as Agent) and may remove the Borrower upon 30 days’ prior Agent in the event of (a) a material breach by Agent in the performance of its duties hereunder which is not cured within thirty (30) days after written notice if thereof to the Agent or (ib) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed Agent’s gross negligence or willful misconduct in the course of performing its duties hereunder misconduct. Any such resignation or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentremoval may at Agent’s option also constitute Agent’s resignation as Issuing Lender and as Swing Loan Lender. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent Agent, and, if applicable, successor Issuing Lender and successor Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Subject to the appointment and acceptance of a successor as provided below, the acting Administrative Agent may resign by notifying the Lenders and the Borrowers not less than 30 days prior to the effective date of such resignation or may be removed by the Borrowers in their sole discretion at any time by giving thirty (30) calendar days’ prior written notice thereof to notifying the Lenders Administrative Agent and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentLenders. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers, which acceptance successor shall not be unreasonably withheld a Lender that is a bank having a combined capital and surplus of at least $500,000,000 or delayedan affiliate of any such bank. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving delivery of notice of resignationresignation by or removal of the existing Administrative Agent pursuant to the first sentence of this Section 11.11, then the retiring existing Administrative Agent (in the case of resignation by the existing Administrative Agent) or the Borrowers (in the case of removal by the Borrowers of the existing Administrative Agent) may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to satisfying the Borrower, which acceptance shall not be unreasonably withheld or delayedrequirements set forth above. Upon the acceptance of any appointment as Agenthereunder by a successor Lender, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder as Agenthereunder. After any retiring an Administrative Agent’s 's resignation or its removalremoval hereunder, the provisions of this Agreement Article XI and the other Loan Documents Section 12.06 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 Administrative Agent. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The (a) Each Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to notifying the Lenders Secured Parties and the Borrower, no later than 30 days prior to the effective date of such resignation. The Each Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if (the Agent (i“Removal Effective Date”) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed the Required Lenders for such Agent’s gross negligence or willful misconduct in the course misconduct. Upon receipt of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding notice of resignation or appointment. Upon upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or right, with, unless an Event of Default shall have has occurred and be is continuing, the consent of the Borrower (such successor Agent shall be reasonably acceptable consent not to the Borrower, which acceptance shall not be unreasonably withheld or delayed), to appoint a successor. If no such successor Agent shall have been so appointed by the Required Lenders, and, unless an Event of Default has occurred and is continuing, approved by the Borrower, and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Agent gives notice of resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to), on behalf of the LendersSecured Parties, appoint a successor Agent, which shall be any a Lender with an office in New York, New York, an Affiliate of a Lender or any a financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P with an office in New York, New York having a combined capital and which has a net worth of surplus that is not less than $500,000,000.00500,000,000, or otherwise petition any court of competent jurisdiction for the appointment of a successor Agent. Unless Whether or not a Default or Event of Default shall have occurred and be continuingsuccessor has been appointed, such successor Agent resignation shall be reasonably acceptable to become effective in accordance with such notice on the BorrowerResignation Effective Date, which acceptance or such removal shall not be unreasonably withheld or delayed. Upon become effective in accordance with such notice on the acceptance of any appointment Removal Effective Date, as 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written noticeapplicable.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ ' prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all of for failure to perform its material obligations under this Agreement provided that the Required Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ shall have given prior written notice if to the Agent of its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (i30) is found by a court calendar days after receipt of competent jurisdiction in a finalnotice of such failure (or such failure cannot reasonably be cured within such thirty (30) day period, non-appealable judgment then within such longer period of time as may be necessary to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or complete such cure so long as Agent commences such cure within such thirty (ii30) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any day period and thereafter diligently pursues such proceeding or appointmentcure to completion). Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Moody's or not less than “A” "A2" or its equivalent by S&P and which has a net worth x xxx xorth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Moody's or not less than “"A” " or its equivalent by S&P and which has a net worth xxx xxrth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent thereafter arising. After any retiring or removed Agent’s 's resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Any Agent may resign at any time by giving thirty sixty (3060) calendar days’ prior written notice thereof to the Lenders Credit Parties, the Agents and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentLenders. Upon any such resignation or removalof an Agent under the Revolving Facility, the Required Revolving Majority Lenders, subject to in the terms case of §18.1the foregoing clause or, in the case of the resignation of any Agent under the LC Facility or the Term Loans, the LC Facility Majority Lenders, as the case may be, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedCredit Parties. If no successor Agent shall have been so appointed by the applicable Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the applicable Lenders, appoint a successor Agent, which shall be any Lender or any a financial institution whose senior debt obligations are rated having a rating of not less than “A2” A or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedStandard & Poor’s Corporation. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agenthereunder. After any retiring Agent’s resignation or its removalresignation, the provisions of this Agreement and the other Loan Documents Financing Agreements 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ ' prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all of for failure to perform its material obligations under this Agreement provided that the Required Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ shall have given prior written notice if to the Agent of its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (i30) is found by a court calendar days after receipt of competent jurisdiction in a finalnotice of such failure (or such failure cannot reasonably be cured within such thirty (30) day period, non-appealable judgment then within such longer period of time as may be necessary to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or complete such cure so long as Agent commences such cure within such thirty (ii30) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any day period and thereafter diligently pursues such proceeding or appointmentcure to completion). Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Moody's or not less than “A” "A2" or its equivalent by S&P and which has a net hax x xxx worth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Moody's or not less than “"A” " or its equivalent by S&P and which has a whicx xxx x net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent thereafter arising. After any retiring or removed Agent’s 's resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, in the event that Agent may assign its rights shall at any time hold a Commitment less than $10,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and duties the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents Documents, subject to any the terms of its Affiliates by giving the Borrower and each Lender prior written noticethis ss.14.9.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 thirty (30) days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan 100 Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent Agent, and, if applicable, successor Issuing Lender and successor Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as an Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit issued by such Issuing Lender, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the removed or resigned Issuing Lender, in either case, to assume effectively the obligations of the removed or resigned Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates (x) by giving the Borrower and each Lender prior written noticenotice and (y) so long as no Default or Event of Default exists hereunder, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided that, if Wxxxx Fargo Bank remains obligated to perform the rights and duties so assigned to such Affiliate, no consent of the Borrower shall be required for such assignment.

Resignation; Removal. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to notifying the Lenders and the Borrower. The Agent Borrower and may be removed as Agent at any time with or without cause by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentRequired Lenders. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated with the consent of the Borrower (not less than “A2” or its equivalent by Xxxxx’x or to be unreasonably withheld and not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or required if an Event of Default shall have has occurred and be is continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Administrative Agent gives notice of resignationits resignation or the Required Lenders give notice of their removal of the Administrative Agent, then the retiring outgoing Administrative Agent may, on behalf of 104 the LendersLenders with the consent of the Borrower (not to be unreasonably withheld), appoint a successor Agent, Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedbank. Upon the acceptance of any appointment as AgentAdministrative Agent hereunder by a successor bank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, outgoing Administrative Agent and the retiring or removed outgoing Administrative Agent shall be discharged from its duties and obligations hereunder as Agenthereunder. After any retiring such Administrative Agent’s 's resignation or its removalremoval hereunder, the provisions of this Agreement Article and the other Loan Documents Section 9.5 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 Administrative Agent. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all of for failure to perform its material obligations under this Agreement provided that the Required Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ shall have given prior written notice if to the Agent of its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (i30) is found by a court calendar days after receipt of competent jurisdiction in a finalnotice of such failure (or such failure cannot reasonably be cured within such thirty (30) day period, non-appealable judgment then within such longer period of time as may be necessary to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or complete such cure so long as Agent commences such cure within such thirty (ii30) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any day period and thereafter diligently pursues such proceeding or appointmentcure to completion). Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x Mxxxx’x or not less than “AA2” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of notice of resignationresignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x Mxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent thereafter arising. After any retiring or removed Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, in the event that Agent may assign its rights shall at any time hold a Commitment less than $10,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and duties the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents Documents, subject to any the terms of its Affiliates by giving the Borrower and each Lender prior written noticethis §14.9.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ ' prior written notice thereof to the Lenders Banks and the Borrower. The Agent In the event that a "Default" or "Event of Default" shall occur and be continuing under the Mortgage Loan Documents and BKB shall be the Agent, then the Majority Banks may be removed remove BKB as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentcause. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Majority Banks shall have the right to appoint as a successor Agent any Lender Bank or any bank whose senior debt obligations other sophisticated investor knowledgeable in the lending to and/or operation of real estate similar to the Mortgaged Property and the Mezzanine Property and, so long as the interests of Borrower in the Mezzanine Property are rated not less than “A2” or its equivalent included in the Collateral, who is approved by Xxxxx’x or not less than “A” or its equivalent the Rating Agencies pursuant to the Mezzanine Mortgage Loan Agreement. Any such removal shall be effective upon appointment and acceptance of a successor agent selected by S&P and which has a net worth of not less than $500,000,000.00the Majority Banks. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be any Lender a Bank or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth other sophisticated investor knowledgeable in the lending to and/or operation of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable real estate similar to the BorrowerMortgaged Property and the Mezzanine Property and, which acceptance shall not be unreasonably withheld or delayedso long as the interests of Borrower in the Mezzanine Property are included in the Collateral, who is approved by the Rating Agencies pursuant to the Mezzanine Mortgage Loan Agreement. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s 's resignation or its removalthe removal of an Agent, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. (a) The Escrow Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agentat any time under this Escrow Agreement by providing written notice to the Company. After any retiring Agent’s Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished; provided, however, that such resignation shall not be effective until a sucessor escrow agent is appointed in accordance with this Section 1.12 accepts such appointment in accordance with Section 1.12(c) below and the Escrow Funds have been delivered to an account or its removalaccounts designated by the successor escrow agent in a manner reasonably acceptable to the successor escrow agent and the Company, or until another disposition of the subject matter has been agreed upon by the parties. Thereafter, the provisions of this Agreement Escrow Agent shall have no further obligation except to hold the Escrow Funds as depository and the other Loan Documents 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. Upon any change cooperate reasonably in the transfer of the Escrow Funds to a successor escrow agent. The Company shall promptly appoint a successor escrow agent. The Escrow Agent under this Agreementshall refrain from taking any action until it shall a Written Direction designating the successor escrow agent. However, in the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective as specified in the notice of resignation, the resigning or removed Escrow Agent shall execute such assignments of and amendments be entitled to the Loan Documents as may be necessary Escrow Agent may, upon ten (10) Business Days’ notice to substitute the Company, appoint a successor, provided that such successor Agent for accepts such appointment and delivery of the resigning or removed AgentEscrow Funds in accordance with this Section 1.12(a) and Section 1.12(c) below and is reasonably acceptable to the Issuer. Notwithstanding anything contained herein the foregoing, Escrow Agent shall at all times have a duty to keep the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written noticesubject matter whole.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ ' prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all of for failure to perform its material obligations under this Agreement provided that the Required Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ shall have given prior written notice if to the Agent of its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (i30) is found by a court calendar days after receipt of competent jurisdiction in a finalnotice of such failure (or such failure cannot reasonably be cured within such thirty (30) day period, non-appealable judgment then within such longer period of time as may be necessary to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or complete such cure so long as Agent commences such cure within such thirty (ii30) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any day period and thereafter diligently pursues such proceeding or appointmentcure to completion). Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Xxxxx'x or not less than “A” "A2" or its equivalent by S&P and which has a net worth of not less than $500,000,000.00500,000,000. Unless a Default Non-Advance Condition or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Xxxxx'x or not less than “"A” " or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent thereafter arising. After any retiring or removed Agent’s 's resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ ' prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all of for failure to perform its material obligations under this Agreement provided that the Required Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ shall have given prior written notice if to the Agent of its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (i30) is found by a court calendar days after receipt of competent jurisdiction in a finalnotice of such failure (or such failure cannot reasonably be cured within such thirty (30) day period, non-appealable judgment then within such longer period of time as may be necessary to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or complete such cure so long as Agent commences such cure within such thirty (ii30) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any day period and thereafter diligently pursues such proceeding or appointmentcure to completion). Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Moody's or not less than “A” "A2" or its equivalent by S&P and which has a net x xxx worth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Moody's or not less than “"A” " or its equivalent by S&P and which has a net x xxx worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent thereafter arising. After any retiring or removed Agent’s 's resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, in the event that Agent may assign its rights shall at any time hold a Commitment less than $10,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and duties the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents Documents, subject to any the terms of its Affiliates by giving the Borrower and each Lender prior written noticethis ss.14.9.

Resignation; Removal. The Collateral Agent may resign at any time by giving thirty (30) calendar days’ 90 days prior written notice thereof to the Lenders Credit Agent and the BorrowerCompany. The Collateral Agent agrees to resign within 60 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Event of Default has occurred and is continuing at the time of such request. In addition, in the event the Collateral Agent fails to perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed as upon 30 days written notice given by the Credit Agent by all at the direction of the Lenders (other not less than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentRequired Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing an Event of Default, the Company shall appoint from among the Lenders (which appointment shall be subject to the approval of the Required Lenders, subject such approval not to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of an Event of Default, the Required Lenders shall appoint from among the Lenders, a successor agent for such Collateral Agent. Following the appointment and acceptance of a successor Collateral Agent the Credit Agent shall notify the Collateral Agent as to who the successor Collateral Agent is and the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If no the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent prior to the expiration of any of the time periods set forth above, the Credit Agent (or an Affiliate thereof designated by the Credit Agent) shall be deemed a successor Collateral Agent until the appointment of and acceptance by a different successor Collateral Agent, and the Collateral Agent shall have been appointed and shall have accepted such appointment be permitted to transfer all the Collateral held by the Collateral Agent to the Credit Agent (or an Affiliate thereof designated by the Credit Agent) within thirty (30) 30 days after the retiring Agent’s giving applicable time period set forth above. Within 30 days after the appointment of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P Collateral Agent and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the successor's acceptance of any appointment as Agentsuch appointment, such that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to the effective date of its resignation or removal. Notwithstanding the foregoing, the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder as Agentfor the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After any retiring Agent’s the resignation or its removalremoval of any Collateral Agent hereunder, the provisions of this Security Agreement and the other Loan Documents shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Collateral Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Securityholders’ Escrow Agent may (i) be removed by mutual consent of Parent and the Securityholders’ Representative, provided that the Indemnity Escrow Agent and Warrant Escrow Agent are also so removed, and (ii) resign at any time by time, in each case, upon giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon at least 30 days’ prior written notice if to the Agent (i) is found by a court of competent jurisdiction in a finalSecurityholders’ Representative and Parent; provided, non-appealable judgment to have committed gross negligence or willful misconduct in however, that no such resignation shall become effective until the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject appointment of a bankruptcy or insolvency proceedingsuccessor escrow agent, which shall be accomplished as follows: Parent and the Securityholders’ Representative shall use their best efforts to mutually agree upon a successor agent within 30 days after the applicable party receives, or has had parties receive, such notice. If the parties fail to agree upon a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any successor escrow agent within such proceeding or appointment. Upon any such resignation or removaltime, the Required LendersSecurityholders’ Representative, subject to with the terms consent of §18.1Parent, which shall not be unreasonably withheld, conditioned or delayed, shall have the right to appoint as a successor escrow agent. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and becoming a party to this Agreement and it shall thereupon be deemed the Securityholders’ Escrow Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P hereunder and which has a net worth it shall without further acts be vested with all the estates, properties, rights, powers, and duties of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor the predecessor the Securityholders’ Escrow Agent shall be reasonably acceptable to as if originally named as the Borrower, which acceptance shall not be unreasonably withheld or delayedSecurityholders’ Escrow Agent. If no successor escrow agent is named, the Securityholders’ Escrow Agent shall have been appointed and shall have accepted such may apply to a court of competent jurisdiction for the appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentescrow agent. Thereafter, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as 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 or removed predecessor Securityholders’ Escrow Agent shall be discharged from its any further duties and obligations hereunder liabilities under this Agreement. If the Securityholders’ Escrow Agent is removed pursuant to clause (i) above, Parent and the Securityholders’ Representative shall appoint a successor escrow agent in accordance with the procedure set forth in this Section 9(f), provided that the successor escrow agent is the same as Agent. After any retiring Agent’s resignation or its removal, the provisions of this successor escrow agent appointed under the Indemnity Escrow Agreement and the other Loan Documents Warrant Escrow Agreement. The provisions of Section 9(d) shall continue in effect for its benefit in respect survive the resignation or removal of any actions taken the Securityholders’ Escrow Agent or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under termination of this Agreement, . Nothing in this Section 9(f) shall affect Parent’s right under Section 8(g) of the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written noticeWarrant Escrow Agreement.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ ' prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all Required Lenders (excluding for the purposes hereof the Commitment of the Lenders (other than the Lender then acting as Agent) and may remove the Borrower upon 30 days’ prior Agent in the event of (a) a material breach by Agent in the performance of its duties hereunder which is not cured within thirty (30) days after written notice if thereof to the Agent or (ib) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed Agent's gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentmisconduct. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent Agent, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x Xxxxx'x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x Xxxxx'x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s 's resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent Trustee or any successor Trustee may resign at any time without cause by giving thirty at least ninety (3090) calendar days’ ' prior written notice thereof to EGSI and RUS. EGSI and RUS may by written agreement at any time remove the Lenders and the Borrower. The Agent may be removed as Agent Trustee without cause by all of the Lenders giving at least sixty (other than the Lender then acting as Agent60) and the Borrower upon 30 days’ ' prior written notice if to the Agent Trustee. EGSI and RUS shall immediately agree upon and appoint a successor Trustee by written instrument delivered to the appointee. If a successor Trustee shall not have been appointed within sixty (i60) is found by a court days after such notice of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Required LendersTrustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee to act until such time, subject to the terms of §18.1if any, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00as above provided. Unless a Default or Event of Default shall have occurred and be continuing, Any such successor Agent Trustee so appointed by such court shall immediately and without further act be reasonably acceptable superseded by any successor Trustee appointed subsequently by EGSI and RUS as above provided.Execution of Instruments. Any successor Trustee, however appointed, shall execute and deliver to the Borrowerpredecessor Trustee an instrument accepting such appointment, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent, and thereupon such successor Agent Trustee, without further act, shall thereupon succeed to and become vested with all the estates, properties, rights, powers, privileges duties, and duties trusts of the retiring predecessor Trustee in the Trust hereunder with like effect as if originally named the Trustee herein, but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of such predecessor Trustee and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all monies or removed Agentother property then held by such predecessor Trustee upon the trusts herein expressed. The predecessor Trustee shall execute and deliver such instruments as will effectively transfer to such successor Trustee all records and accounts in connection with any of the Trust's assets which the successor Trustee requests except those records required by law or regulation to be retained by the predecessor Trustee. Upon the appointment of a successor Trustee hereunder, the predecessor Trustee shall execute and deliver such instruments as will effectively transfer to such successor Trustee title to all assets which then constitute a part of the retiring Trust Fund and EGSI and RUS shall execute and file or removed Agent record any certificate of title or any other similar document as may be reasonably specified in such request.Effective Date. Any resignation or removal of the Trustee or of any successor Trustee shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any effective when all actions taken or omitted required to be taken by under Section 8.2 hereof shall have been completed.Corporate Reorganization of Trustee. Any corporation into which the Trustee may be merged or converted or with which it while it was acting as Agent. Upon may be consolidated, or any change in corporation resulting from any merger, conversion or consolidation to which the Agent Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall be the Trustee under this Agreement, the resigning or removed Agent shall execute such assignments Agreement without further act of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written noticeparties to this Agreement provided that such successor Trustee may lawfully act as Trustee of the Trust Fund.

Resignation; Removal. The Collateral Agent may resign at any time by giving thirty sixty (3060) calendar days’ days prior written notice thereof to the Lenders and the Borrower. The Collateral Agent also agrees to resign (i) within sixty (60) days after written notice by the Borrower requesting the resignation of the Collateral Agent, provided that no Default has occurred and is continuing at the time of such request, or (ii) in the event it or one of its affiliates ceases to be a Lender under the Credit Agreement. In addition, in the event the Collateral Agent fails to perform its obligations under this Agreement in any material manner and fails to correct its performance within thirty (30) days of written notice of such failure given by not less than the Required Lenders, then the Collateral Agent may be removed as Agent upon thirty (30) days written notice given by all of the Lenders (other not less than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentRequired Lenders. Upon any such resignation or removal: (1) so long as there has not occurred and is continuing a Default, the Borrower shall appoint from among the Lenders (which appointment shall be subject to the approval of the Required Lenders, subject such approval not to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent ), and (2) following the occurrence and during the continuance of a Default, the Required Lenders shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of appoint from among the Lenders, appoint a successor agent for such Collateral Agent. If the Borrower and/or Required Lenders, which as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or removal, as the case may be, the retiring agent shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has appoint one of the Lenders as a net worth of not less than $500,000,000.00successor agent for the Lenders. Unless a Default or Event of Default shall have occurred and be continuing, Any such successor Agent agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring or removed agent and the term "Collateral Agent" shall mean such successor agent effective upon its appointment, and the retiring former agent's rights, powers and duties shall be terminated, without any other or removed further act or deed on the part of such former agent or any of the parties to this Security Agreement or any of the other Loan Documents or successors thereto. Notwithstanding the foregoing, the Collateral Agent shall be discharged from its duties continue to hold the Pledged Qualifying Loans and obligations the security interest created hereunder for the benefit of the Secured Parties until such Pledged Qualifying Loans and security interest have been effectively transferred to a successor agent. After the resignation or removal of any Collateral Agent hereunder as Collateral Agent. After any retiring Agent’s resignation or its removal, the provisions of this Security Agreement and the other Loan Documents shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Collateral Agent under this Security Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Warrant Escrow Agent may (i) be removed by mutual consent of Parent and the Securityholders’ Representative, provided that the Indemnity Escrow Agent and the Securityholders’ Escrow Agent are also so removed, and (ii) resign at any time by time, in each case, upon giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon at least 30 days’ prior written notice if to the Warrant Escrow Agent (i) is found by a court of competent jurisdiction in a finalor Parent and the Securityholders’ Representative, non-appealable judgment to have committed gross negligence or willful misconduct in as applicable; provided, however, that no such resignation shall become effective until the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject appointment of a bankruptcy or insolvency proceedingsuccessor escrow agent, which shall be accomplished as follows: Parent and the Securityholders’ Representative shall use their best efforts to mutually agree upon a successor agent within 30 days after the applicable party receives, or has had parties receive, such notice. If the parties fail to agree upon a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any successor escrow agent within such proceeding or appointment. Upon any such resignation or removaltime, the Required LendersSecurityholders’ Representative, subject to with the terms consent of §18.1Parent, which shall not be unreasonably withheld, conditioned or delayed, shall have the right to appoint as a successor escrow agent. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and becoming a party to this Agreement and it shall thereupon be deemed the Warrant Escrow Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P hereunder and which has a net worth it shall without further acts be vested with all the estates, properties, rights, powers, and duties of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor the predecessor the Warrant Escrow Agent shall be reasonably acceptable to as if originally named as the Borrower, which acceptance shall not be unreasonably withheld or delayedWarrant Escrow Agent. If no successor escrow agent is named, the Warrant Escrow Agent shall have been appointed and shall have accepted such may apply to a court of competent jurisdiction for the appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentescrow agent. Thereafter, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as 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 or removed predecessor Warrant Escrow Agent shall be discharged from its any further duties and obligations hereunder liabilities under this Agreement. If the Warrant Escrow Agent is removed pursuant to clause (i) above, Parent and the Securityholders’ Representative shall appoint a successor escrow agent in accordance with the procedure set forth in clause (ii) above, provided that the successor escrow agent appointed is the same as Agent. After any retiring Agent’s resignation or its removal, the provisions of this successor escrow agent appointed under the Indemnity Escrow Agreement and the other Loan Documents Securityholders’ Representative Fund Escrow Agreement. The provisions of Section 8(d) shall continue in effect for its benefit in respect survive the resignation or removal of any actions taken the Warrant Escrow Agent or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under termination of this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent Trustee may at any time resign from the trusts hereby created by giving thirty days’ written notice to the Company and to the holders of the Bonds and such resignation shall take effect at the end of said thirty days. Such notice shall be mailed to each holder of the Bonds by registered mail to the last address of such holder appearing on the registry books for the Bonds. The Trustee may be removed at any time by giving thirty (30) calendar days’ prior written notice thereof an instrument or concurrent instruments in writing, delivered to the Lenders Trustee and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Required Lenders, subject to the terms Company, and signed by the holders of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” a majority in principal amount of the Bonds. In case the Trustee shall resign or its equivalent be removed or be or become incapable of acting hereunder, a successor may be appointed by Xxxxx’x or the holders of not less than “A” a majority in principal amount of the Bonds by an instrument or its equivalent concurrent instruments in writing signed by S&P the holders of not less than a majority in principal amount of the Bonds, provided, nevertheless, that in case of such vacancy the Company may appoint a Trustee to fill such vacancy until a successor Trustee shall be appointed in the manner above provided; and which has any such temporary Trustee so appointed by the Company shall immediately and without further act be superseded by the Trustee so appointed by the holders of the Bonds. Every such successor Trustee so appointed by the Company or by the holders of the Bonds, shall be a net worth bank or trust company in good standing, doing business in the Commonwealth of Pennsylvania, or the Borough of Manhattan, The City of New York, and having a capital and surplus of not less than $500,000,000.00. Unless 50,000,000, if there be such a Default bank or Event of Default shall have occurred trust company willing, qualified, and be continuing, such successor Agent shall be reasonably acceptable able to accept the Borrower, which acceptance shall not be unreasonably withheld or delayedtrust upon reasonable and customary terms. If no successor Agent shall have been appointed such bank or trust company is willing, qualified, and shall have accepted such appointment within thirty (30) days after able to accept the retiring Agent’s giving of notice of resignationtrust upon reasonable and customary terms, then the retiring Agent mayany person, on behalf firm, or corporation authorized to accept and execute trusts and qualified to act hereunder may be appointed as successor Trustee. Every appointment of the Lenders, appoint a successor Agent, which Trustee hereunder shall be any Lender in writing or any financial institution whose senior debt obligations are rated not less than “A2” concurrent writings executed by the person or its equivalent by Xxxxx’x persons entitled to make such appointment, in the manner required for the execution of deeds of trust in the jurisdiction or not less than “A” or its equivalent by S&P jurisdictions in which the Trust Estate is located, and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default thereupon the Trust Estate shall have occurred and be continuing, become vested in such successor Agent shall be reasonably acceptable to the Borrowerso appointed, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment in trust, as Agentaforesaid, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties authorities conferred hereby upon the Trustee hereunder to the same extent as if made an original party hereto. In case of the retiring or removed Agent, and appointment of a successor Trustee pursuant to the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or its removalforegoing provisions, the provisions Company agrees to pay all costs and expenses of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute effecting such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written noticesubstitution.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ ' prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all of for failure to perform its material obligations under this Agreement provided that the Required Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ shall have given prior written notice if to the Agent of its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (i30) is found by a court calendar days after receipt of competent jurisdiction in a finalnotice of such failure (or such failure cannot reasonably be cured within such thirty (30) day period, non-appealable judgment then within such longer period of time as may be necessary to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or complete such cure so long as Agent commences such cure within such thirty (ii30) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any day period and thereafter diligently pursues such proceeding or appointmentcure to completion). Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Moody's or not less than “A” "A2" or its equivalent by S&P and which has a net xxx x xet worth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Moody's or not less than “"A” " or its equivalent by S&P and which has whxxx xxx a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent thereafter arising. After any retiring or removed Agent’s 's resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, in the event that Agent may assign its rights shall at any time hold a Commitment less than $5,000,000.00, then such Agent shall promptly provide written notice thereof to the Lenders and duties the Required Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Agent, to elect to remove such Agent as Agent and replace such Agent as Agent under the Loan Documents Documents, subject to any the terms of its Affiliates by giving the Borrower and each Lender prior written noticethis ss.14.9.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all Required Lenders (excluding for the purposes hereof the Commitment of the Lenders (other than the Lender then acting as Agent) and may remove the Borrower upon 30 days’ prior Agent in the event of (a) a material breach by Agent in the performance of its duties hereunder which is not cured within thirty (30) days after written notice if thereof to the Agent or (ib) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed Agent’s gross negligence or willful misconduct in the course of performing its duties hereunder misconduct. Any such resignation or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentremoval may at Agent’s option also constitute Agent’s resignation as Issuing Lender and as Swing Loan Lender. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x Mxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x Mxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent Agent, and, if applicable, successor Issuing Lender and successor Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty sixty (3060) calendar days’ days prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentBorrowers. Upon any such resignation or removalresignation, the Required Lenders, subject to the terms of §18.1, Majority Lenders shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedBorrowers. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any a financial institution whose senior debt obligations are rated having a rating of not less than “A2” A or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P Standard & Poor's Corporation and which has a net worth of not less than $500,000,000.00. Unless a Default or which, unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedBorrowers. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agenthereunder. After any retiring Agent’s resignation or its removal's resignation, the provisions of this Credit Agreement and the other Loan Documents 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. Upon any change The Agent may be removed by a vote of the Majority Lenders for cause or in the Agent event that FNBB shall have entered into assignments of its interest under this AgreementCredit Agreement resulting in its Commitment being reduced to an amount less than $10,000,000. In the event of any such removal of the Agent pursuant to the foregoing sentence, the resigning or removed Agent provisions of this Section 15.9 shall execute such assignments of and amendments apply to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any appointment of its Affiliates by giving the Borrower and each Lender prior written noticea successor.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent Agent, and, if applicable, successor Issuing Lender and successor Swing Loan Lender shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as an Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit issued by such Issuing Lender, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the removed or resigned Issuing Lender, in either case, to assume effectively the obligations of the removed or resigned Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates (x) by giving the Borrower and each Lender prior written noticenotice and (y) so long as no Default or Event of Default exists hereunder, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided that, if Xxxxx Fargo Bank remains obligated to perform the rights and duties so assigned to such Affiliate, no consent of the Borrower shall be required for such assignment.

Resignation; Removal. The Agent may resign at any time by giving thirty sixty (3060) calendar days’ days prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentBorrowers. Upon any such resignation or removalresignation, the Required Lenders, subject to the terms of §18.1, Majority Lenders shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedBorrowers. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any a financial institution whose senior debt obligations are rated having a rating of not less than “A2” A or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P Standard & Poor's Corporation and which has a net worth of not less than $500,000,000.00. Unless a Default or which, unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedBorrowers. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agenthereunder. After any retiring Agent’s resignation or its removal's resignation, the provisions of this Credit Agreement and the other Loan Documents 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. Upon any change The Agent may be removed by a vote of the Majority Lenders for cause or in the Agent event that FNBB shall have entered into assignments of its interest under this AgreementCredit Agreement resulting in its Commitment being reduced to an amount less than $10,000,000. In the event of any such removal of the Agent pursuant to the foregoing sentence, the resigning or removed Agent provisions of this Section 14.9 shall execute such assignments of and amendments apply to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agentappointment of a successor. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.95 -89-

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all in the event of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed ’s gross negligence or willful misconduct misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender (with the Commitment Percentage of the Lender which is acting as Agent shall not be taken into account in the course calculation of performing its duties hereunder Required Lenders for the purposes of removing Agent in the event of the Agent’s willful misconduct or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentgross negligence). Upon any such resignation resignation, or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender, (i) any Lender or (ii) any bank whose senior debt obligations are rated not less than “A2A3” or its equivalent by Xxxxx’x or not less than “AA-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender shall be reasonably acceptable to the Borrower, which acceptance Borrower and shall not be unreasonably withheld or delayedhave a minimum Commitment of at least $5,000,000. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignationresignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be (i) any Lender or (ii) any financial institution whose senior debt obligations are rated not less than “A2A3” or its equivalent by Xxxxx’x or not less than “AA-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. Upon the acceptance of any appointment as AgentAgent and, if applicable, Issuing Lender hereunder by a successor Agent and, if applicable, Issuing Lender, such successor Agent and, if applicable, Issuing Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed AgentAgent and, if applicable, Issuing Lender and the retiring or removed Agent and, if applicable, Issuing Lender, shall be discharged from its duties and obligations hereunder as AgentAgent and, if applicable, Issuing Lender. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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 AgentAgent and, if applicable, Issuing Lender. If the resigning or removed Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 30 days’ ' prior written notice thereof to the Lenders Banks and the Borrower. The Agent may be removed as Agent by all of the Lenders Majority Banks (other than the Lender then excluding any Bank acting as Agent) and the Borrower upon 30 days’ prior written notice if may remove the Agent (i) is found by a court in the event of competent jurisdiction in a final, non-appealable judgment to have committed the Agent's gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentmisconduct. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Majority Banks shall have the right to appoint as a successor Agent any Lender Bank, or if no such Bank shall accept such appointment, then any other bank whose senior debt obligations are rated not less than “A2” "A" or its equivalent by Xxxxx’x Xxxxx'x or not less than “"A” " or its equivalent by S&P and which has a net worth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be any Lender Bank or any financial institution a bank whose senior debt obligations are rated not less than “A2” "A" or its equivalent by Xxxxx’x Xxxxx'x or not less than “"A” " or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s 's resignation or its removalthe removal of an Agent, the provisions of this Agreement and the other 76 Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to notifying the Lenders and the Borrower. The Agent Borrower and may be removed as Agent at any time with or without cause by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentRequired Lenders. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated with the consent of the Borrower (not less than “A2” or its equivalent by Xxxxx’x or to be unreasonably withheld and not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or required if an Event of Default shall have has occurred and be is continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s giving of Administrative Agent gives notice of resignationits resignation or the Required Lenders give notice of their removal of the Administrative Agent, then the retiring outgoing Administrative Agent may, on behalf of the LendersLenders with the consent of the Borrower (not to be unreasonably withheld), appoint a successor Agent, Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayedbank. Upon the acceptance of any appointment as AgentAdministrative Agent hereunder by a successor bank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, outgoing Administrative Agent and the retiring or removed outgoing Administrative Agent shall be discharged from its duties and obligations hereunder as Agenthereunder. After any retiring such Administrative Agent’s 's resignation or its removalremoval hereunder, the provisions of this Agreement Article and the other Loan Documents Section 9.5 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 Administrative Agent. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Indemnity Escrow Agent may (i) be removed by mutual consent of Parent and the Securityholders’ Representative, provided that the Warrant Escrow Agent and the Securityholders’ Escrow Agent are also so removed, and (ii) resign at any time by time, in each case, upon giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all of the Lenders (other than the Lender then acting as Agent) and the Borrower upon at least 30 days’ prior written notice if to the Indemnity Escrow Agent (i) is found by a court of competent jurisdiction in a finalor Parent and the Securityholders’ Representative, non-appealable judgment to have committed gross negligence or willful misconduct in as applicable; provided, however, that no such resignation shall become effective until the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject appointment of a bankruptcy or insolvency proceedingsuccessor escrow agent, which shall be accomplished as follows: Parent and the Securityholders’ Representative shall use their best efforts to mutually agree upon a successor agent within 30 days after the applicable party receives, or has had parties receive, such notice. If the parties fail to agree upon a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any successor escrow agent within such proceeding or appointment. Upon any such resignation or removaltime, the Required LendersSecurityholders’ Representative, subject to with the terms consent of §18.1Parent, which shall not be unreasonably withheld, conditioned or delayed, shall have the right to appoint as a successor escrow agent. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and becoming a party to this Agreement and it shall thereupon be deemed the Indemnity Escrow Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P hereunder and which has a net worth it shall without further acts be vested with all the estates, properties, rights, powers, and duties of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor the predecessor the Indemnity Escrow Agent shall be reasonably acceptable to as if originally named as the Borrower, which acceptance shall not be unreasonably withheld or delayedIndemnity Escrow Agent. If no successor escrow agent is named, the Indemnity Escrow Agent shall have been appointed and shall have accepted such may apply to a court of competent jurisdiction for the appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentescrow agent. Thereafter, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as 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 or removed predecessor Indemnity Escrow Agent shall be discharged from its any further duties and obligations hereunder liabilities under this Agreement. If the Indemnity Escrow Agent is removed pursuant to clause (i) above, Parent and the Securityholders’ Representative shall appoint a successor escrow agent in accordance with the procedure set forth in clause (ii) above, provided that the successor escrow agent is the same as Agent. After any retiring Agent’s resignation or its removal, the provisions of this successor escrow agent appointed under the Warrant Escrow Agreement and the other Loan Documents Securityholders’ Representative Fund Escrow Agreement. The provisions of Section 9(d) shall continue in effect for its benefit in respect survive the resignation or removal of any actions taken the Indemnity Escrow Agent or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under termination of this Agreement, . Nothing in this Section 10(f) shall affect Parent’s right under Section 8(g) of the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written noticeWarrant Escrow Agreement.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar 60 days’ ' prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent may be removed from its capacity as Agent by all of for failure to perform its material obligations under this Agreement provided that the Required Lenders (other than the Lender then acting as Agent) and the Borrower upon 30 days’ shall have given prior written notice if to the Agent of its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (i30) is found by a court calendar days after receipt of competent jurisdiction in a finalnotice of such failure (or such failure cannot reasonably be cured within such thirty (30) day period, non-appealable judgment then within such longer period of time as may be necessary to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or complete such cure so long as Agent commences such cure within such thirty (ii30) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any day period and thereafter diligently pursues such proceeding or appointmentcure to completion). Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, Lenders shall have the right to appoint as a successor Agent any Lender or any bank financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Xxxxx'x or not less than “A” "A2" or its equivalent by S&P and which has a net worth of not less than $500,000,000.00500,000,000. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent’s 's giving of notice of resignationresignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “"A2” " or its equivalent by Xxxxx’x Xxxxx'x or not less than “"A” " or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed500,000,000. 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 or removed Agent shall be discharged from its duties and obligations hereunder as AgentAgent thereafter arising. After any retiring or removed Agent’s 's resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent by all Required Lenders (excluding for the purposes hereof the Commitment of the Lenders (other than the Lender then acting as Agent) and may remove the Borrower upon 30 days’ prior Agent in the event of (a) a material breach by Agent in the performance of its duties hereunder which is not cured within thirty (30) days after written notice if thereof to the Agent or (ib) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed Agent’s gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointmentmisconduct. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent Agent, any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose Whose senior debt obligations are rated not less than “A2A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. 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 or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Resignation; Removal. The Agent Trustee may resign and be discharged of the trust hereby created by giving not less than sixty (60) days written notice to NHSA JPS and Lender, and such resignation shall take effect not less than sixty (60) days after the delivery of such notice. Lender may remove the Trustee by giving not less than sixty (60) days’ written notice to the Trustee, and such removal shall take effect not less than sixty (60) days after the delivery of such notice. In case at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Agent may Trustee shall resign or shall be removed as Agent by all or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver or conservator of the Lenders (other than Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Lender then acting Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a vacancy shall be deemed to exist in the office of the Trustee. In the event of such a vacancy, a successor Trustee shall be appointed by Lender, provided, however, that until a new Trustee shall be appointed as Agent) aforesaid, NHSA JPS, by an instrument in writing executed by order of its Board of Directors, may appoint an interim Trustee to fill such vacancy until such new Trustee shall be appointed as hereinabove authorized. Any interim Trustee appointed by NHSA JPS shall, immediately and the Borrower upon 30 days’ prior written notice if the Agent (i) is found without further act, be superseded by a court Trustee appointed by Lender as above provided. Every successor Trustee appointed pursuant to this paragraph shall be a bank or trust company in good standing and having power so to act, incorporated under the laws of competent jurisdiction in a finalthe United States of America or the State of California, non-appealable judgment to have committed gross negligence or willful misconduct having an office in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of San Francisco Bay area and having a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P capital and which has a net worth surplus of not less than $500,000,000.0050,000,000, if there be such an institution willing, qualified and able to accept the trust upon reasonable or customary terms. Unless Any successor Trustee appointed hereunder shall execute and deliver to their predecessors, NHSA JPS and Lender an instrument in writing accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of NHSA JPS, Lender or any successor Trustee, upon payment of their charges and disbursements then unpaid, execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers, trusts and duties of such predecessor hereunder and shall deliver all securities and monies held by it hereunder to such successor Trustee. If no appointment of successor Trustee shall have been made pursuant to the foregoing provisions of this paragraph within six (6) months after a Default or Event of Default vacancy shall have occurred in the office the Trustee, any holder of any interest in the Note or any party hereto may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and be continuing, such successor Agent shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lendersprescribe, appoint a successor AgentTrustee. Any corporation into which the Trustee may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be any Lender a party, or any financial institution whose senior debt obligations are rated not less than “A2” company to which the Trustee may sell or transfer all or substantially all of its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be continuingcorporate trust business, such successor Agent shall be reasonably acceptable to the BorrowerTrustee hereunder, which acceptance shall not be unreasonably withheld provided it otherwise qualifies, without the execution or delayed. Upon the acceptance filing of any appointment as Agent, such successor Agent shall thereupon succeed to and become vested with all paper or any further act on the rights, powers, privileges and duties part of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or its removal, the provisions of this Agreement and the other Loan Documents 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. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written noticeparties hereto.