Common use of Resignation; Successor Agent Clause in Contracts

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days days' written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s 's resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 14.213.3, and all rights and protections under this Section 1211. Any successor to Bank of America Cerberus by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (and, in either case, provided no Default or Event of Default exists) , reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder, provided that Agent shall consult with Parent prior to such appointment. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as Agent but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 15.6 and 14.210.3, and all rights and protections under this Section 1215. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party Lender (or ObligorBank Product Provider) or Loan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and Borrowersthe Borrower. Upon any such resignation, the Required Lenders may shall have the right, in consultation with the Borrower, to appoint a successor to replace Agent; provided that consultation with the resigning Agent, which successor Borrower shall not be (a) a Lender or required if an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersshall have occurred and be continuing. If no successor agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of Agent’s its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor agent that is a financial institution acceptable to it (Agent which shall be a Lender unless no Lender accepts the role) bank or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfinancial institution. Upon acceptance by any successor Agent of its appointment hereunderas Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder but as Administrative Agent, the provisions of this Article and Section 9.03 shall continue to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be retiring Agent hereunder without further act on the part of any Secured Party or Obligorwas acting as an Administrative Agent hereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to the other Agent, Lenders and BorrowersAdministrative Borrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) if no Lender or Affiliate of a financial institution reasonably acceptable Lender is willing to Required Lenders accept such position, a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent’s resignation, then such Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Lenders or, if no Lender accepts the such role) or in the absence of , such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor agent. Upon acceptance by any a successor Agent of its an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have all rights the benefits of the indemnification set forth in Sections 10.05 and protections under 11.03. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America Xxxxx Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 14.213.3, and all rights and protections under this Section 1211. Any successor to Bank of America Cerberus by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowersthe Lead Borrower. Upon receipt of such notice, Required Lenders may shall have the right, in consultation with (and with the consent of) the Lead Borrower, to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default existsexists under Sections 10.1(a) and 10.1(h) (with respect to the Lead Borrower only) is subject to the approval of the Borrowers. If no successor agent is appointed prior to the effective date of the resignation of the Agent’s resignation, then the Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among the Lenders or, if no Lender accepts such role, the role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as the Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents benefits of the indemnification set forth in Section 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 11 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersObligors. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, if permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to by the effective date of Agent’s resignationresignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation, the The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and Section 14.2, and all rights and protections under this Section 1213. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution that is organized under the laws of the U.S. or any state or district thereof and reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution that is organized under the laws of the U.S. or any state or district thereof and acceptable to it Agent (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 12.7, 12.17 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowersthe Borrower Agents. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution that is organized under the laws of the U.S. or any state or district thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersthe Borrower Agents. If no successor agent Agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 12.8 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days days' written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate or branch of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s 's resignation, then on such date, Agent may appoint a successor agent that is a financial institution reasonably acceptable to it and the Borrowers (provided no Default or Event of Default exists) in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders Xxxxxxx may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (and, in either case, provided no Default or Event of Default exists) , reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder, provided that Agent shall consult with Parent prior to such appointment. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as Agent but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 15.6 and 14.210.3, and all rights and protections under this Section 1215. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party Lender (or ObligorBank Product Provider) or Loan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, any Agent may resign at any time by giving at least notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days written after the retiring Agent gives notice thereof to Lenders of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and Borrowers. Required Lenders may the Secured Affiliates, appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender commercial bank or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of any such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereundercommercial bank. Upon the acceptance by any successor Agent of its appointment hereunderas Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article shall continue to have all rights in effect for the benefit of such retiring Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders have the right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderhereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed). Upon acceptance by any successor Agent of its appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 14.213.2, and all rights and protections under this Section 1211. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days days' written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate or branch of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s 's resignation, then on such date, Agent may appoint a successor agent that is a financial institution reasonably acceptable to it and the Borrowers (provided no Default or Event of Default exists) in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America CNC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowersBorrower Agent. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate or branch of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution reasonably acceptable to it and the Borrowers (provided no Default or Event of Default exists) in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Borrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Lenders or, if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including benefits of the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor14.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and BorrowersBorrower. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by giving at least notifying the Lenders, the LC Issuer and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days written after the retiring Agent gives notice thereof to of its resignation, then the retiring Agent may, on behalf of the Lenders and Borrowers. Required Lenders may the LC Issuer, appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender bank with an office in New York, New York, or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of any such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderbank. Upon the acceptance by any successor Agent of its appointment hereunderas Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 9.6 shall continue to have all rights in effect for the benefit of such retiring Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersObligors. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders have the right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent’s resignation's resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderhereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed). Upon acceptance by any successor Agent of its appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 14.213.2, and all rights and protections under this Section 1211. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersObligors. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and Section 14.2, and all rights and protections under this Section 1213. Any successor to Bank of America Crystal by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to Lenders notifying the Lenders, the Letter of Credit Issuer and Borrowersthe Borrower. Upon any such resignation, the Required Lenders may shall have the right, in consultation with the Borrower, to appoint a successor to replace Administrative Agent; provided that consultation with the resigning Agent, which successor Borrower shall not be (a) a Lender or required if an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersshall have occurred and be continuing. If no successor agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of Agent’s its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor agent that is a financial institution acceptable to it (Administrative Agent which shall be a Lender unless no Lender accepts the role) bank or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfinancial institution. Upon acceptance by any successor Agent of its appointment hereunderas Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder but as such Administrative Agent, the provisions of this Article and Section 9.03 shall continue to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be retiring Administrative Agent hereunder without further act on the part of any Secured Party or Obligorwas acting as an Administrative Agent hereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis consented to in writing by Loan Party Agent, which consent shall not be unreasonably withheld or delayed. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfrom among Lenders. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by giving at least notifying the Lenders, the LC Issuer and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days written after the retiring Agent gives notice thereof to of its resignation, then the retiring Agent may, on behalf of the Lenders and Borrowers. Required Lenders may the LC Issuer, appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender bank with an office in New York, New York, or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of any such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderbank. Upon the acceptance by any successor Agent of its appointment hereunderas Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 9.6 shall continue to have all rights in effect for the benefit of such retiring Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or and (provided no Event of Default exists) with the consent of Borrowers or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 11.6 and 14.213.3, and all rights and protections under this Section 1211. Any successor to [***] Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor. Notwithstanding anything to the contrary, any such successor Agent shall be an Eligible Assignee at the time of appointment.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (ai) a Lender or an Affiliate of a Lender; or (bii) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and Borrowers. Loan Party Agent Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (it, which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any a successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or ObligorLoan Party.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender, Canadian Required Lenders or U.S. Required Lenders, as applicable, may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 13.6 and 14.215.2, and all rights and protections under this Section 1213. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders Lxxxxxx and BorrowersBxxxxxxx. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders DM3\8972795.2 shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Signature Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date Agent may appoint a successor agent that is a financial institution acceptable to it (it, which shall be a Lender unless no Lender accepts the role) or , or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any a successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, 15.2 and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) in the case of clauses (a) and (b), reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may (in consultation with the Borrower Agent) appoint a successor agent that is a US-DOCS\123034949.14 financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall automatically on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it (i) while Agent and (ii) after such resignation or removal for as long as the retiring or removed Agent continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and Borrowersthe Borrower Agents. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution that is organized under the laws of the U.S. or any state or district thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersthe Borrower Agents. If no successor agent Agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 12.8 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or and (provided no Event of Default exists) with the consent of Borrowers or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 11.6 and 14.213.3, and all rights and protections under this Section 1211. Any successor to [***] Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor. Notwithstanding anything to the contrary, any such successor Agent shall be an Eligible Assignee at the time of appointment.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default under Section 11.1(a) or Section 11.1(j) exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or ObligorLoan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Borrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Lenders or, if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including benefits of the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor14.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America CNC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfrom among Lenders. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights enjoy the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of the stock or this loan assets of Bank of America shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution (or agency institution who ordinarily acts as an agent in syndicated credit facilities) acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfrom among Lenders. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of the stock or this loan assets of Bank of America shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) Administrative Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Collateral Agent, Xxxxxxx and BorrowersBorrower. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to by the effective date of Administrative Agent’s resignation, then on such date, Administrative Agent may appoint a successor agent that is a financial institution acceptable to it in its reasonable discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders Collateral Agent shall on such date automatically assume all rights and duties of Agent hereunderAdministrative Agent. Upon acceptance by any The successor Agent of its appointment hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent without further act. On The retiring Administrative Agent shall be discharged from its duties hereunder on the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections available to Administrative Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while was acting or transferring responsibilities as Administrative Agent, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America Banco Santander, S.A. New York Branch by merger or acquisition of stock or this loan shall continue to be Administrative Agent hereunder without further act on the part of any Secured Party Lender or Obligor. (b) Collateral Agent may resign at any time by giving at least 30 days written notice thereof to Administrative Agent, Xxxxxxx and Xxxxxxxx. Required Lenders may appoint a successor that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrower. If no successor is appointed by the effective date of Collateral Agent’s resignation, then on such date, Collateral Agent may appoint a successor acceptable to it in its reasonable discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such appointment, Administrative Agent shall automatically assume all rights and duties of Collateral Agent. The successor Collateral Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Collateral Agent without further act. The retiring Collateral Agent shall be discharged from its duties hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Collateral Agent under the Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Collateral Agent or holding any Collateral on behalf of Lenders, including indemnification under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Silver Point Finance, LLC by merger or acquisition of stock or this loan shall continue to be Collateral Agent hereunder without further act on the part of any Lender or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Requisite Lenders may with the consent of the Borrower Agent (which consent will not be unreasonably withheld or delayed) appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a LenderLender with an office in the United States, or an Affiliate of any such bank with an office in the United States; or (b) a financial institution reasonably acceptable to Required Requisite Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s 's resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Requisite Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections Section 12.6 and Section 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and in each case (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfrom among Lenders. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 15.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. If Agent is a Defaulting Lender under clause (d) of the definition thereof, then Required Lenders may, unless prohibited by Applicable Law, remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it and Borrower Agent (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower. Required Upon receipt of such notice, Requisite Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and in each case (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Borrower. If no successor agent is Agent has been appointed prior to by the effective 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignationresignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, then Agent may if any, as the Requisite Lenders appoint a successor agent that Agent which is a financial institution reasonably acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderBorrower. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, duties and duties obligations of the retiring Agent without further act. On the effective date of its resignation, act but the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of the indemnification set forth in the Loan Documents Documents. Notwithstanding any Agent’s resignation, the provisions of this Article 7 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America Credit Suisse by merger or acquisition of stock or this loan acquisition of the corporate trust business shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may may, appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.. 133315237_8

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.214.4, and all rights and protections under this Section Article 12. Any successor to Bank of America Triangle by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable from among Lenders (and if no such Lender agrees to it (which shall be a Lender unless no Lender accepts act as Agent then the role) or in the absence of such appointment, Required Lenders shall on such date assume all become the Agent and exercise the rights and duties of thereof until a successor Agent hereunderis appointed). Upon acceptance by any a successor Agent (or the Required Lenders assuming the duties of its Agent as aforesaid) of an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including benefits of the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor14.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to by the effective date of Agent’s resignation's resignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its Permitted Discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation, the The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2Section 15.2, and all rights and protections under this Section 1213. Any successor to Bank of America TCW by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution reasonably acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the rolerole or a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) or Borrowers) or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America XXX by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 1160299.01-CHISR1160299.03H-CHISR02A - MSW days written notice thereof to the other Agent, Lenders and BorrowersAdministrative Borrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) if no Lender or Affiliate of a financial institution reasonably acceptable Lender is willing to Required Lenders accept such position, a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent’s resignation, then such Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Lenders or, if no Lender accepts the such role) or in the absence of , such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor agent. Upon acceptance by any a successor Agent of its an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have all rights the benefits of the indemnification set forth in Sections 10.05 and protections under 11.03. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America Xxxxx Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 8.09, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and Borrowersthe Administrative Borrower. Upon any such resignation, the Required Lenders may shall have the right, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor to replace the resigning Agent, Administrative Agent which successor shall be (a) a Lender bank or an Affiliate other financial institution organized under the laws of a Lender; the United States or any political subdivision, or (b) a branch, agency or representative office of any other bank or financial institution reasonably acceptable to Required Lenders and (provided no Default institution, which branch, agency or Event of Default exists) Borrowers. If no successor agent representative office is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or located in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderUnited States. Upon the acceptance by any successor Agent of its appointment hereunderas the Administrative Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 hereof shall continue to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as the Administrative Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrowers (and any such resignation by Agent shall also constitute its resignation as Security Trustee). Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace Agent (and any such appointment shall also constitute appointment of the resigning Agent, successor Agent as the successor Security Trustee) which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If, at the time that Agent’s resignation is effective, it is acting as an Issuing Bank, such resignation shall also operate to effectuate its resignation as an Issuing Bank and it shall automatically be relieved of any further obligation to issue Letters of Credit or to cause the Underlying Issuer to issue Letters of Credit. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it Agent (which shall be a Lender unless no Lender accepts the roleand successor Security Trustee) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfrom among Lenders. Upon acceptance by any a successor Agent (and successor Security Trustee) of its an appointment to serve as Agent (and Security Trustee) hereunder, such successor Agent (and successor Security Trustee) shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (and retiring Security Trustee) without further act. On the effective date of its resignation, and the retiring Agent (and retiring Security Trustee) shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including benefits of the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor14.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Xxxxxxx and Borrower Agent. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders have the right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and BorrowersAgent. Required Lenders Xxxxxxx may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent’s resignation's resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderhereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed). Upon acceptance by any successor Agent of its appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan ​ ​ AMERICAS/2024146412.5 ​ Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 14.213.2, and all rights and protections under this Section 1211. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) in the case of clauses (a) and (b), reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation's resignation or removal, then Agent may (in consultation with the Borrower Agent) appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall automatically on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it (i) while Agent and (ii) after such resignation or removal for as long as the retiring or removed Agent continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may may, in consultation with the Borrower Agent, appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor. Notwithstanding the above, Bank of America agrees that so long as it is the sole Lender and Agent, it shall not resign as Agent without Borrower Agent’s prior written approval.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersObligors. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America Crystal by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and Borrowers. Loan Party Agent Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders Xxxxxxx and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (it, which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any a successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or ObligorLoan Party.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial an institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) that is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial an institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Any Agent may resign at any time by giving at least 30 days written notice thereof to the Lenders and Borrowersthe Borrower and may be removed at any time with or without cause by the Majority Lenders; provided, however, that any removal of the Administrative Agent will not be effective if there is no designated Onshore Collateral Agent or Offshore Collateral Agent. Required Upon any such resignation or removal, the Majority Lenders may shall have the right to appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is Agent shall have been so appointed prior to by the effective date of Majority Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s resignationgiving of notice of resignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, appoint a successor agent that is Agent. Upon the acceptance of any appointment as Agent hereunder by a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or successor Agent and, in the absence case of a successor Onshore Collateral Agent or Offshore Collateral Agent, upon the execution and filing or recording of such appointmentfinancing statements, Required mortgages, agreements, or amendments thereto, or other instruments or notices, as may be necessary or desirable, or as the Majority Lenders shall on such date assume all rights and duties may request, in order to continue the perfection of Agent hereunder. Upon acceptance the Security granted or purported to be granted by any successor Agent of its appointment hereunderthe Security Agreements, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, discretion, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but under the Loan Documents. If within forty-five (45) days after written notice is given of the retiring Agent’s resignation or removal under this Section no successor Agent shall continue to have all rights been appointed and protections shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents with respect and (c) the Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Majority Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while Agent, including it was Agent under the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or ObligorLoan Documents.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s 's resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.214.4, and all rights and protections under this Section Article 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Borrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Lenders or, if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders and BorrowersBorrower. Required If Agent is a Defaulting Lender under clause (d) of the definition thereof, Lenders may, if permitted by Applicable Law, remove Agent by written notice to Borrower and each other Agent. Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to by the effective date of Agent’s resignationresignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderthe retiring Agent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America CNC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to the Lenders and Borrowersthe Loan Party Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank or other financial institution reasonably acceptable to Required Lenders that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to the Loan Party Agent. If no successor agent Agent is appointed prior to the effective date of the resignation of the Agent’s resignation, then the Agent may appoint a successor agent that is Agent from among the Lenders. Until a financial institution acceptable to it (which successor Agent has been appointed, the resignation of the Agent shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereundernot become effective. Upon acceptance by any a successor Agent of its an appointment to serve as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate or branch of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution reasonably acceptable to it and the Borrowers (provided no Default or Event of Default exists) in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (and, provided no Default or Event of Default exists) , Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America BMO Xxxxxx by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by giving at least 30 days written notifying the Lenders, the Letter of Credit Issuer and the Borrower. The Administrative Agent may be removed as the Administrative Agent in the case of gross negligence or willful misconduct upon not less than 20 Business Days’ notice thereof to Lenders the Administrative Agent and Borrowersthe Borrower from the Required Lenders. Upon any such resignation or removal, the Required Lenders may shall have the right, in consultation with the Borrower, to appoint a successor to replace Agent; provided that consultation with the resigning Agent, which successor Borrower shall not be (a) a Lender or required if an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersshall have occurred and be continuing. If no successor agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of Agent’s its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor agent that is a financial institution acceptable to it (Agent which shall be a Lender unless no Lender accepts the role) bank or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfinancial institution. Upon acceptance by any successor Agent of its appointment hereunderas Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder but as Administrative Agent, the provisions of this Article and Section 9.03 shall continue to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be retiring Agent hereunder without further act on the part of any Secured Party or Obligorwas acting as an Administrative Agent hereunder.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to by the effective date of Agent’s resignationresignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its Permitted Discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation, the The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2Section 15.2, and all rights and protections under this Section 1213. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender, Canadian Required Lenders or U.S. Required Lenders, as applicable, may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation's resignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 13.6 and 14.215.2, and all rights and protections under this Section 1213. Any successor to Bank of America by merger 128 Banx xx Xxxxxxx xx xxxxer, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or and (provided no Event of Default exists) with the consent of Borrowers or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 11.6 and 14.213.3, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.Section

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may may, with the consent of the Borrowers (provided no Event of Default exists and is continuing), appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a another financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersLenders. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may may, with the consent of the Borrowers (provided no Event of Default exists and is continuing), appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to the other Agent, Lenders and BorrowersAdministrative Borrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent’s resignation, then such Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Lenders or, if no Lender accepts the such role) or in the absence of , such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor agent. Upon acceptance by any a successor Agent of its an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have all rights the benefits of the indemnification set forth in Sections 10.05 and protections under 11.03. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America Xxxxx Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 8.09, Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and Borrowers. Upon any such resignation, the Required Lenders may shall have the right, to appoint a successor to replace Agent which satisfies the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersSuccessor Agent Requirements. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of Agent’s its resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor agent that is a financial institution acceptable to it (Agent which shall be a Lender unless no Lender accepts bank or other financial institution organized under the role) laws of the United States or any political subdivision which has a branch, agency or representative office located in New York City, Boston, Washington D.C., Chicago, Dallas, San Francisco or Los Angeles and has total assets in excess of $500,000,000 (collectively, the absence of such appointment, Required Lenders shall on such date assume all rights and duties of “Successor Agent hereunderRequirements”). Upon the acceptance by any successor Agent of its appointment hereunderas Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Borrowers and such successor. After Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.04 hereof shall continue to have all rights in effect for the benefit of such retiring Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s 's resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfrom among Lenders. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $500,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Xxxxxxx or, if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderXxxxxxx as successor Agent. Upon acceptance by any a successor Agent of its an appointment hereunderto serve as Agent hereunder or upon appointment of Required Xxxxxxx as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to the other Agent, Lenders and BorrowersAdministrative Borrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent’s resignation, then such Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Lenders or, if no Lender accepts the such role) or in the absence of , such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor agent. Upon acceptance by any a successor Agent of its an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have all rights the benefits of the indemnification set forth in Sections 10.05 and protections under 11.03. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.while

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation], but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America CIT by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $500,000,000 and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Borrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Lenders or, if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowersthe Loan Party Agents. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution that is organized under the laws of the United States or any state or district thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersthe Loan Party Agents. If no successor agent Agent is appointed prior to the effective date of the Agent’s resignation, then the Agent may appoint a successor agent financial institution that is a financial institution organized under the laws of the United States or any state or district thereof acceptable to it (it, which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any a successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.7, 12.15 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and Borrowersthe Borrower. The Administrative Agent may be removed as the Administrative Agent in the case of gross negligence or willful misconduct upon not less than 20 Business Days’ notice to the Administrative Agent and the Borrower from the Required Lenders. Upon any such resignation or removal, the Required Lenders may shall have the right, in consultation with the Borrower, to appoint a successor to replace Agent; provided that consultation with the resigning Agent, which successor Borrower shall not be (a) a Lender or required if an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersshall have occurred and be continuing. If no successor agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of Agent’s its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor agent that is a financial institution acceptable to it (Agent which shall be a Lender unless no Lender accepts the role) bank or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfinancial institution. Upon acceptance by any successor Agent of its appointment hereunderas Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder but as Administrative Agent, the provisions of this Article and Section 9.03 shall continue to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be retiring Agent hereunder without further act on the part of any Secured Party or Obligorwas acting as an Administrative Agent hereunder.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and Borrowers. If Agent is a Defaulting Lender, Canadian Required Lenders or U.S. Required Lenders, as applicable, may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Xxxxxxx may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 13.6 and 14.215.2, and all rights and protections under this Section 1213. Any successor to Bank of America by merger merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersObligors. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender, Canadian Required Lenders or U.S. Required Lenders, as applicable, may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation's resignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 13.6 and 14.215.2, and all rights and protections under this Section 1213. Any successor to Bank of America by merger merger, amalgamation or acquisition of 131 stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Xxxxxxx and BorrowersXxxxxxxx. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a another financial institution reasonably acceptable to approved by the Required Lenders and (provided no Default or Event of Default exists) Borrowersis reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless from among Xxxxxxx or, if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderXxxxxxx as successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of Required Xxxxxxx as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents benefits of the indemnification set forth in Section 13.2. Notwithstanding any Agent’s resignation, the provisions of this Exhibit D shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America Cadence by merger or acquisition of stock or this loan otherwise shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, the The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowersBorrower. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrower and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to the effective date of Agent’s resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignationresignation or removal, the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 13.6 and 14.215.2, and all rights and protections under this Section 1213. Any successor to Bank of America Cortland by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party Lender or Obligor.