Common use of Resignation; Removal Clause in Contracts

Resignation; Removal. The Agent may resign at any time by giving ten (10) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the Agent in the event of Agent’s gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and 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 “A3” or its equivalent by M▇▇▇▇’▇ 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. 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, subject to the reasonable approval of B▇▇▇▇▇▇▇ (provided no approval of Borrower shall be required if a Default or Event of Default shall have occurred and be continuing), appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3” or its equivalent by 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. Upon the acceptance of any appointment as Agent 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 Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be discharged from its duties and obligations hereunder as Agent 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 L▇▇▇▇▇, 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 L▇▇▇▇▇, 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.

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 ten (10) calendar days’ prior written notice thereof to notifying the Lenders and the Borrower. The Borrower and may be removed at any time with or without cause by the Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the Agent in the event of Agent’s gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan LenderLenders. 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 and, with the consent of the Borrower (not to be unreasonably withheld and not required if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by M▇▇▇▇’▇ 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 an Event of Default shall have has occurred and be is continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower). 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 its 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 Lenders, subject Lenders with the consent of the Borrower (not to the reasonable approval of B▇▇▇▇▇▇▇ (provided no approval of Borrower shall be required if a Default or Event of Default shall have occurred and be continuingunreasonably 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 “A3” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00such bank. Upon the acceptance of any appointment as Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan Lenderbank, 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 outgoing Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed outgoing Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan Lenderhereunder. 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 Agent, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing L▇▇▇▇▇, 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 L▇▇▇▇▇, 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 Administrative Agent.

Resignation; Removal. The Agent may resign at any time by giving ten (10) calendar 30 days’ ' prior written notice thereof to the Lenders Banks and the Borrower. The Required Lenders Majority Banks (excluding for the purposes hereof the Commitment of the Lender any Bank acting as Agent) may remove the Agent in the event of the Agent’s 's gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. 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 andany Bank, or if applicableno such Bank shall accept such appointment, Issuing Lender and Swing Loan Lender, then any Lender or any other bank whose senior debt obligations are rated not less than “A3” "A" or its equivalent by M▇▇▇▇’▇'▇ 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 and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower. 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 resignation, then the retiring Agent may, on behalf of the Lenders, subject to the reasonable approval of B▇▇▇▇▇▇▇ (provided no approval of Borrower shall be required if a Default or Event of Default shall have occurred and be continuing)Banks, 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 “A3” "A" or its equivalent by Moody’s ▇▇▇▇▇'▇ or not less than “"A” " or its equivalent by S&P and which has a net worth of not less than $500,000,000.00500,000,000. Upon the acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, 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 Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent. 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, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing L▇▇▇▇▇, 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 L▇▇▇▇▇, 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.

Resignation; Removal. The Agent may resign at any time by giving ten thirty (1030) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the Agent from its capacity as Agent in the event of the Agent’s gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender(with the Commitment Percentage of the Lender which is acting as Agent shall not be taken into account in the calculation of Required Lenders for the purposes of removing Agent in the event of the Agent’s willful misconduct or gross 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 and Swing Loan Lender, (i) any Lender or (ii) any bank whose senior debt obligations are rated not less than “A3” or its equivalent by M▇▇▇▇▇’▇ 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 and Swing Loan Lender shall be reasonably acceptable to the BorrowerBorrower and shall have 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 resignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders, subject to the reasonable approval of B▇▇▇▇▇▇▇ (provided no approval of Borrower shall be required if a Default or Event of Default shall have occurred and be continuing), appoint a successor Agent, which shall be (i) any Lender or (ii) any financial institution whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s ▇▇▇▇▇’▇ 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. Upon the acceptance of any appointment as Agent 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 Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender Lender, shall be discharged from its duties and obligations hereunder as Agent 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 AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing L▇▇▇▇▇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 L▇▇▇▇▇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.

Resignation; Removal. The Agent may resign at any time by giving ten thirty (1030) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the 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 thereof to the Agent or (b) Agent’s gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and 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 LenderAgent, any Lender or any bank whose senior debt obligations are rated not less than “A3A2” or its equivalent by M▇▇▇▇▇’▇ 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 shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation resignation, then the retiring Agent may, on behalf of the Lenders, subject to the reasonable approval of B▇▇▇▇▇▇▇ (provided no approval of Borrower shall be required if a Default or Event of Default shall have occurred and be continuing), appoint a successor Agent, which shall be any Lender or any financial institution whose Whose senior debt obligations are rated not less than “A3A” or its equivalent by 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 shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, 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 Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent. 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 L▇▇▇▇▇, 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 L▇▇▇▇▇, 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.

Resignation; Removal. The Agent may resign at any time by giving ten thirty (1030) calendar days’ ' prior written notice thereof to the Lenders and the Borrower. The Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the 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 thereof to the Agent or (b) Agent’s 's gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and 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 LenderAgent, any Lender or any bank whose senior debt obligations are rated not less than “A3A2” or its equivalent by M▇▇▇▇’▇'▇ 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 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 resignation, then the retiring Agent may, on behalf of the Lenders, subject to the reasonable approval of B▇▇▇▇▇▇▇ (provided no approval of Borrower shall be required if a Default or Event of Default shall have occurred and be continuing), appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3A2” or its equivalent by 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 shall be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, 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 Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent. 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, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing L▇▇▇▇▇, 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 L▇▇▇▇▇, 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.

Resignation; Removal. The Agent may resign at any time by giving ten (10) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the Agent in the event of Agent’s gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and 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 “A3” or its equivalent by M▇▇▇▇▇’▇ 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. 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, subject to the reasonable approval of B▇▇▇▇▇▇▇▇ (provided no approval of Borrower shall be required if a Default or Event of Default shall have occurred and be continuing), appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3” or its equivalent by 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. Upon the acceptance of any appointment as Agent 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 Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be discharged from its duties and obligations hereunder as Agent 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 L▇▇▇▇▇▇, 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 L▇▇▇▇▇▇, 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.

Resignation; Removal. The Agent may resign at any time by giving ten sixty (1060) calendar days’ days prior written notice thereof to the Lenders and the Borrower. The Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the Agent in the event of Agent’s gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan LenderBorrowers. 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 and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by M▇▇▇▇’▇ 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 and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the BorrowerBorrowers. 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 resignation, then the retiring Agent may, on behalf of the Lenders, subject to the reasonable approval of B▇▇▇▇▇▇▇ (provided no approval of Borrower appoint a successor Agent, which shall be required if a Default financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation and which, unless an Event of Default shall have occurred and be continuing), appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00reasonably acceptable to the Borrowers. Upon the acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, 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 Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan Lenderhereunder. 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, Issuing Lender and Swing Loan Lender. If The Agent may be removed by a vote of the resigning Majority Lenders for cause or removed in the event that FNBB shall have entered into assignments of its interest under this Credit 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 shall also resign as the Issuing L▇▇▇▇▇, 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 pursuant to the current Issuing L▇▇▇▇▇, 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 Agreementforegoing 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 Agent.appointment of a successor. 95 -89-

Resignation; Removal. The Agent may resign at any time by giving ten (10) calendar 60 days’ ' prior written notice thereof to the Lenders and the Borrower. The Required Lenders (excluding for the purposes hereof the Commitment of the Lender acting as Agent) may remove the Agent in from its capacity as Agent for failure to perform its material obligations under this Agreement provided that the event Required Lenders shall have given prior written notice to the Agent of Agent’s gross negligence its failure to perform any of its material obligations under this Agreement and such failure shall not have been cured within thirty (30) calendar days after receipt of notice of such failure (or willful misconduct. Any such resignation or removal failure cannot reasonably be cured within such thirty (30) day period, then within such longer period of time as may at Agent’s option also constitute Agent’s resignation be necessary to complete such cure so long as Issuing Lender Agent commences such cure within such thirty (30) day period and Swing Loan Lenderthereafter diligently pursues such cure 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 and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank financial institution whose senior debt obligations are rated not less than “A3” "A2" or its equivalent by M▇▇▇▇’▇'▇ 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 and, if applicable, Issuing Lender and Swing Loan Lender shall be reasonably acceptable to the Borrower. 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 resignation or its removal, then the retiring or removed Agent may, on behalf of the Lenders, subject to the reasonable approval of B▇▇▇▇▇▇▇ (provided no approval of Borrower shall be required if a Default or Event of Default shall have occurred and be continuing), appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A3” "A2" or its equivalent by Moody’s ▇▇▇▇▇'▇ or not less than “"A” " or its equivalent by S&P and which has a net worth of not less than $500,000,000.00500,000,000. Upon the acceptance of any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, 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 Agent and, if applicable, Issuing Lender and Swing Loan LenderAgent, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be discharged from its duties and obligations hereunder as Agent and, if applicable, Issuing Lender and Swing Loan Lenderthereafter 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, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing L▇▇▇▇▇, 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 L▇▇▇▇▇, 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.