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 Xxxxxxx and the Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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 Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 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 the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. The Agent may resign at any time by giving at least 30 days written notice thereof to Xxxxxxx Lxxxxxx and the Administrative Borrower. Upon receipt of a notice of resignation from the Agent, Required Lenders shall have the right to appoint a successor the Agent which shall be (a) a US Facility Revolver Lender or an Affiliate of a US Facility Revolver Lender; or (b) 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 Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor the Agent shall have been so appointed by the Required Xxxxxxx Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring the Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor the Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if the Agent shall become a Defaulting Lender, then the Agent may be removed from its capacity as the Agent hereunder upon the request of the Required Xxxxxxx Lxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the Agent, Required Lenders shall have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor the Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed the Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed the Agent shall continue to hold such collateral security until such time as a successor the Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed the Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 12 and Section 13.2 14.2 shall continue in effect for the benefit of such retiring or removed the Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed the Agent was acting as the Agent. 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 the 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 Xxxxxxx Lenders and the Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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 Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Xxxxxxx Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 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 the 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 Xxxxxxx Lenders and the Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility U.S. Revolver Lender or an Affiliate of a US Facility U.S. Revolver Lender; or (b) 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 Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Xxxxxxx Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. .. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 12 and Section 13.2 14.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 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 the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required Lenders, will so resign) by giving at least 30 days written notice thereof to Xxxxxxx notifying the Lenders, the Letter of Credit Issuers and the Administrative Borrower. Upon receipt of a notice of resignation from Agentany such resignation, the Required Lenders shall have the right right, with the consent of the Borrower (which shall not be withheld or delayed unreasonably), to appoint a successor Agent which Administrative Agent; provided that the consent the Borrower shall not be (a) a US Facility Lender or required if an Affiliate of a US Facility Lender; or (b) 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 Event of Default exists) is reasonably acceptable to the Administrative Borrowershall have occurred and be continuing. If no such successor Administrative Agent shall have been so appointed by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notices notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Letter of Credit Issuers, appoint a successor Administrative Agent meeting which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Person serving as Administrative Agent shall become is a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx and Lenders may, to the Borrowers and extent permitted by applicable Law, by notice in writing to the Borrower and such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have remove such Person as the right to Administrative Agent and, in consultation with the Borrower, appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative BorrowerAgent. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. . (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Fronting Banks under any Letter of the Loan DocumentsCredit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Fronting Bank Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and under without duplication, unless otherwise agreed by the other Loan DocumentsBorrower and such successor Administrative Agent. After the any retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 11 Article and Section 13.2 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Agent Indemnitees Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be an Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided abovehereunder.

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 Xxxxxxx Lenders and the Administrative BorrowerBorrower Agent. Upon receipt of a notice of resignation from Agentsuch notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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) is reasonably acceptable to the Administrative BorrowerBorrower Agent. If no successor Agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among the Lenders that is reasonably acceptable to the Borrower Agent or, if no successor Lender accepts its appointment on or prior to the effective date of the resignation of Agent, Agent may appoint any other Person reasonably acceptable to the Borrower Agent as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, such successor Agent shall have been so appointed by thereupon succeed to and become vested with all the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower powers and shall have accepted such appointment within 30 days after duties of the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)without further act, then and the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to have the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all benefits of the rights, powers, privileges indemnification set forth in Sections 12.6 and duties of the retiring or removed Agent (other than 14.2. Notwithstanding any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documentsresignation, the provisions of this Section 11 and Section 13.2 12 shall continue in effect for the its benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in with respect of to any actions taken or omitted to be taken by it whileAgent, its sub-agents and any of them related persons (a) while the retiring or removed Agent was acting as Agent and (b) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (i) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (ii) in respect of any actions taken in connection with transferring the agency to any successor Agent. 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 the 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 Xxxxxxx Lenders and Borrowers. In addition, the Administrative BorrowerRequired Lenders may remove GA Capital, LLC as Agent hereunder if any bankruptcy or insolvency case or proceeding is commenced by GA Capital, LLC under any state or federal law and an order has been entered for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law in favor of GA Capital, LLC. Upon receipt of a such notice of resignation from Agentor upon such removal, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a commercial bank that Person 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 thereof and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of Agent, then Agent may appoint a successor agent from among Lenders, or if no Lender accepts such role, Agent may appoint Required Lenders as successor agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall have been so appointed by thereupon succeed to and become vested with all the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower powers and shall have accepted such appointment within 30 days after duties of the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)without further act, then and the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to have the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all benefits of the rights, powers, privileges indemnification set forth in Sections 12.6 and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 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 the parties hereto, unless such successor resigns as provided above14.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required Lenders, will so resign) by giving at least 30 days written notice thereof to Xxxxxxx notifying the Lenders, the Letter of Credit Issuers and the Administrative Borrower. Upon receipt of a notice of resignation from Agentany such resignation, the Required Lenders shall have the right right, with the consent of the Borrower (which shall not be withheld or delayed unreasonably), to appoint a successor Agent which Administrative Agent; provided that the consent the Borrower shall not be (a) a US Facility Lender or required if an Affiliate of a US Facility Lender; or (b) 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 Event of Default exists) is reasonably acceptable to the Administrative Borrowershall have occurred and be continuing. If no such successor Administrative Agent shall have been so appointed by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notices notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Letter of Credit Issuers, appoint a successor Administrative Agent meeting which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Person serving as Administrative Agent shall become is a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx and Lenders may, to the Borrowers and extent permitted by applicable Law, by notice in writing to the Borrower and such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have remove such Person as the right to Administrative Agent and, in consultation with the Borrower, appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative BorrowerAgent. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in 76 accordance with such notice on the Removal Effective Date. . (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Fronting Banks under any Letter of the Loan DocumentsCredit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Fronting Bank Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and under without duplication, unless otherwise agreed by the other Loan DocumentsBorrower and such successor Administrative Agent. After the any retiring or removed Administrative Agent’s 's resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 11 Article and Section 13.2 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Agent Indemnitees Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be an Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided abovehereunder.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required Lenders, will so resign) by giving at least 30 days written notice thereof to Xxxxxxx notifying the Lenders, the Letter of Credit Issuers and the Administrative BorrowerBorrower Agent. Upon receipt of a notice of resignation from Agentany such resignation, the Required Lenders shall have the right right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), to appoint a successor Agent which Administrative Agent; provided that the consent the Parent shall not be (a) required if a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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 Default shall have occurred and (provided no Event of Default exists) is reasonably acceptable to the Administrative Borrowerbe continuing. If no such successor Administrative Agent shall have been so appointed by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notices notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Letter of Credit Issuers, appoint a successor Administrative Agent meeting which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Person serving as Administrative Agent shall become is a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx and Lenders may, to the Borrowers and extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person. Upon delivery of a notice of removal to , remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative BorrowerAgent. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. . (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Fronting Banks under any Letter of the Loan DocumentsCredit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Fronting Bank Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and under without duplication, unless otherwise agreed by the other Loan DocumentsBorrowers and such successor Administrative Agent. After the any retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 11 Article and Section 13.2 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Agent Indemnitees Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be an Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided abovehereunder.

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 Xxxxxxx Lenders and the Administrative BorrowerBorrower Agent. Upon receipt of a notice of resignation from Agentsuch notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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) is reasonably acceptable to the Administrative BorrowerBorrower Agent. If no successor Agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among the Lenders that is reasonably acceptable to the Borrower Agent or, if no successor Lender accepts its appointment on or prior to the effective date of the resignation of Agent, Agent may appoint any other Person reasonably acceptable to the Borrower Agent as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, such successor Agent shall have been so appointed by thereupon succeed to and become vested with all the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower powers and shall have accepted such appointment within 30 days after duties of the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)without further act, then and the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to have the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all benefits of the rights, powers, privileges indemnification set forth in Sections 12.6 and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 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 the parties hereto, unless such successor resigns as provided above14.

Resignation; Successor Agent. (a) 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 Xxxxxxx the Lenders and the Administrative BorrowerLoan Party Agent. Upon receipt of a notice of resignation from Agentsuch notice, Required Lenders shall have the right to appoint a successor Agent which shall be (ai) a US Facility U.S. Lender or an Affiliate of a US Facility U.S. Lender; or (bii) a commercial bank or other financial institution 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 the Administrative BorrowerLoan Party Agent. If no such successor Agent shall have been so is appointed by the Required Xxxxxxx and, prior to the extent applicable, approved by effective date of the Administrative Borrower and shall have accepted such appointment within 30 days after resignation of the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if . (b) If the Person serving as Agent shall become is a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx and Lenders may, to the Borrowers and extent permitted by applicable Law, by notice in writing to the Loan Party Agent and such Person. Upon delivery of a notice of removal to Defaulting Lender, remove such Person as Agent and, in consultation with the Loan Party Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrowersuccessor. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 (thirty) days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon acceptance by a successor Agent of 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 (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable). With effect from the Resignation Effective Date or the Removal Effective Date (Date, as applicable) , (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in but it and the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent Indemnitees shall continue to hold such collateral security until such time as a successor Agent is appointed) have the benefits of the indemnification set forth in Sections 12.6 and 14.2 and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting any Issuing Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than Notwithstanding any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documentsremoval, the provisions of this Section 11 and Section 13.2 12 shall continue in effect for the its benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in with respect of to any actions taken or omitted to be taken by it or its designees while the Agent, or after such resignation or removal for as long as any it or its designees continue to act in any capacity hereunder or under the other Loan Documents, including (i) acting as collateral agent or otherwise holding any collateral security on behalf of any of them while the retiring or removed Agent was acting as Lenders and (ii) in respect of any actions taken in connection with transferring the agency to any successor Agent. 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 the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof of resignation to Xxxxxxx Lenders and the Administrative Borrower. Upon receipt of a such notice of resignation from Agentresignation, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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) is reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so agent is appointed by the Required Xxxxxxx and, prior to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf effective date of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lenderof Agent, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is agent from among Lenders, which (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, such successor Agent shall have been so appointed by thereupon succeed to and become vested with all the Required Lenders and, to the extent applicable, approved by the Administrative Borrower powers and shall have accepted such appointment within 30 days after the delivery duties of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)retiring Agent without further act, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) and the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under but shall continue to have the other Loan Documents (except that in the case of any collateral security held by Agent on behalf benefits of the Lenders indemnification set forth in Sections 12.6 and 15.2. Notwithstanding anything to the contrary contained herein, if no successor agent has been appointed or accepted prior to the Fronting Banks under any effective date of the Loan Documentsresignation of Agent, the retiring or removed Agent’s resignation shall nevertheless thereupon become effective, the retiring Agent shall be discharged from its duties and obligations hereunder (but shall continue to hold such collateral security until such time as a successor have the benefits of the indemnification set forth in Sections 12.6 and 15.2.), and Lenders shall assume and perform all of the duties of Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, hereunder until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than Notwithstanding any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documentsresignation, the provisions of this Section 11 and Section 13.2 12 shall continue in effect for the its benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in with respect of to any actions taken or omitted to be taken by any of them it while the retiring or removed Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of the stock or this loan assets of RBS shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. 149 (a) 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 Xxxxxxx the Lenders and the Administrative BorrowerLoan Party Agent. Upon receipt of a notice of resignation from Agentsuch notice, Required Lenders shall have the right to appoint a successor Agent which shall be (ai) a US Facility U.S. Lender or an Affiliate of a US Facility U.S. Lender; or (bii) a commercial bank or other financial institution 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 the Administrative BorrowerLoan Party Agent. If no such successor Agent shall have been so is appointed by the Required Xxxxxxx and, prior to the extent applicable, approved by effective date of the Administrative Borrower and shall have accepted such appointment within 30 days after resignation of the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if . (b) If the Person serving as Agent shall become is a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx and Lenders may, to the Borrowers and extent permitted by applicable Law, by notice in writing to the Loan Party Agent and such Person. Upon delivery of a notice of removal to Defaulting Lender, remove such Person as Agent and, in consultation with the Loan Party Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrowersuccessor. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 (thirty) days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon acceptance by a successor Agent of 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 (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable). With effect from the Resignation Effective Date or the Removal Effective Date (Date, as applicable) , (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in but it and the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent Indemnitees shall continue to hold such collateral security until such time as a successor Agent is appointed) have the benefits of the indemnification set forth in Sections 12.6 and 14.2 and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting any Issuing Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than Notwithstanding any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documentsremoval, the provisions of this Section 11 and Section 13.2 12 shall continue in effect for the its benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in with respect of to any actions taken or omitted to be taken by it or its designees while the Agent, or after such resignation or removal for as long as any it or its designees continue to act in any capacity hereunder or under the other Loan Documents, including (i) acting as collateral agent or otherwise holding any collateral security on behalf of any of them while the retiring or removed Agent was acting as Lenders and (ii) in respect of any actions taken in connection with transferring the agency to any successor Agent. 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 the 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 Xxxxxxx Lenders and Borrowers. If Agent is a Defaulting Lender, Borrower Agent or the Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right may, if 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 shall be that is (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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 financial institution reasonably acceptable to Required Lenders and (provided no Event of Default existsexists pursuant to Section 11.1(a) is reasonably acceptable to the Administrative Borroweror (j)) Borrowers. If no such successor Agent shall have been so is appointed by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices effective date of its Agent’s resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)removal, then the retiring on such date, Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective acceptable to it in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx discretion and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default existsexists pursuant to Section 11.1(a) reasonably acceptable to or (j)) (which shall be a Lender unless no Lender accepts the Administrative Borrower. If no role) or in the absence of such appointment, Required Lenders automatically assume all rights and duties of Agent The successor Agent shall have been so appointed by thereupon succeed to and become vested with all the Required Lenders and, to the extent applicable, approved by the Administrative Borrower powers and shall have accepted such appointment within 30 days after the delivery duties of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Dateretiring Agent without further act. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the The retiring or removed Agent shall be discharged from its duties hereunder on the effective date of its resignation or removal, but shall continue to have all rights and obligations hereunder and protections available to Agent under the other Loan Documents (except that in the case of with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any collateral security held by Agent Collateral on behalf of Secured Parties, including the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) indemnification set forth in Sections 12.6 and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent)14.2, and the retiring or removed Agent shall be discharged from all of its duties rights and obligations hereunder and protections under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent12. 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 the parties hereto, unless such successor resigns as provided aboveany Secured Party or Obligor.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required Lenders, will so resign) by giving at least 30 days written notice thereof to Xxxxxxx notifying the Lenders and the Administrative Borrower. Upon receipt of a notice of resignation from Agentany such resignation, the Required Lenders shall have the right right, with the consent of the Borrower (which shall not be withheld or delayed unreasonably), to appoint a successor Agent which Administrative Agent; provided that the consent the Borrower shall not be (a) a US Facility Lender or required if an Affiliate of a US Facility Lender; or (b) 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 Event of Default exists) is reasonably acceptable to the Administrative Borrowershall have occurred and be continuing. If no such successor Administrative Agent shall have been so appointed by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notices notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to)may, on behalf of the Lenders, appoint a successor Administrative Agent meeting which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Person serving as Administrative Agent shall become is a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx and Lenders may, to the Borrowers and extent permitted by applicable Law, by notice in writing to the Borrower and such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have remove such Person as the right to Administrative Agent and, in consultation with the Borrower, appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative BorrowerAgent. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. . (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documentshereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and under without duplication, unless otherwise agreed by the other Loan DocumentsBorrower and such successor Administrative Agent. After the any retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 11 Article and Section 13.2 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Agent Indemnitees Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be an Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided abovehereunder.

Resignation; Successor Agent. Each Agent may resign as such at any time by giving upon at least 30 days written thirty (30) days’ prior notice thereof to Xxxxxxx the other Agent, the Lenders and the Administrative Borrower. The Required Lenders may remove any Agent by notice in writing to such Person. Upon receipt of a notice of any such resignation from Agentor removal, the Required Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing) which shall be (a) a US Facility Lender bank or trust company with an office in the United States, or an Affiliate of a US Facility Lender; any such bank or (b) a commercial bank that is organized under the laws of trust company with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Event of Default exists) is reasonably acceptable to the Administrative BorrowerStates. If no such successor Agent shall have been so appointed by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower Lenders and no successor shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notices notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing), which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $50,000,000; provided that if such retiring Agent meeting is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above. Whether or not a successor has been appointed, such the retiring Agent’s resignation shall nonetheless nevertheless thereupon become effective in accordance with and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of such notice on Agent under the Resignation Effective Date. In additionLoan Documents until such time, if Agent shall become a Defaulting Lenderany, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting Agent. After the qualifications set forth above that is retiring Agent’s resignation or removal hereunder (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Fronting Banks Secured Parties under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 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 the parties hereto, unless such successor resigns as provided above.collateral

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 prior written notice thereof to Xxxxxxx Banks and the Administrative Borrower. Upon receipt of a notice of resignation from Agentsuch notice, Required Lenders the Majority Bank shall have the right to appoint a successor Agent which shall be (ai) a US Facility Lender Bank or an Affiliate affiliate of a US Facility Lender; Bank or (bii) 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 $200,000,000 200,000,000, and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so agent is appointed by the Required Xxxxxxx and, prior to the extent applicable, approved by effective date of the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices resignation of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)Agent, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent agent meeting the qualifications set forth above. Whether or not a successor , provided that if Agent shall notify Borrower and Banks that no qualifying Person has been appointedaccepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, Documents the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications communications, and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, time as the Required Lenders Majority Banks appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for aboveabove in this paragraph. Upon the acceptance by a successor Agent of a successor’s an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent)without further act, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this paragraph) but shall continue to have the benefits of the indemnification set forth in Section 8.5. After the retiring or removed Notwithstanding any Agent’s resignation or removal hereunder and under the other Loan Documentsresignation, the provisions of this Section 11 and Section 13.2 8 shall continue in effect for the its benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in with respect of to any actions taken or omitted to be taken by any of them it while the retiring or removed Agent was acting as Agent. Any successor to Bank of America Wachovia Bank, National Association, by merger or acquisition of stock Equity Interests or this loan its Loans hereunder shall continue to be Agent hereunder without further act on the part of the 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 thirty (30) days prior written notice thereof to Xxxxxxx Banks and the Administrative Borrower. Upon receipt of a notice of resignation from Agentsuch notice, Required Lenders the Majority Bank shall have the right to appoint a successor Agent which shall be (ai) a US Facility Lender Bank or an Affiliate affiliate of a US Facility Lender; Bank or (bii) 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 $200,000,000 200,000,000, and (provided no Default or Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so agent is appointed by the Required Xxxxxxx and, prior to the extent applicable, approved by effective date of the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices resignation of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”)Agent, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent agent meeting the qualifications set forth above. Whether or not a successor , provided that if Agent shall notify Borrower and Banks that no qualifying Person has been appointedaccepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, Documents the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications communications, and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, time as the Required Lenders Majority Banks appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for aboveabove in this paragraph. Upon the acceptance by a successor Agent of a successor’s an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent)without further act, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this paragraph) but shall continue to have the benefits of the indemnification set forth in Section 8.5. After the retiring or removed Notwithstanding any Agent’s resignation or removal hereunder and under the other Loan Documentsresignation, the provisions of this Section 11 and Section 13.2 8 shall continue in effect for the its benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in with respect of to any actions taken or omitted to be taken by any of them it while the retiring or removed Agent was acting as Agent. Any successor to Bank of America WachoviaWells Fargo Bank, National Association, by merger or acquisition of stock Equity Interests or this loan its Loans hereunder shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) 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 Xxxxxxx the Lenders and the Administrative BorrowerLoan Party Agent. Upon receipt of a notice of resignation from Agentsuch notice, Required Lenders shall have the right to appoint a successor Agent which shall be (ai) a US Facility U.S. Lender or an Affiliate of a US Facility U.S. Lender; or (bii) a commercial bank or other financial institution 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 the Administrative BorrowerLoan Party Agent. If no such successor Agent shall have been so is appointed by the Required Xxxxxxx and, prior to the extent applicable, approved by effective date of the Administrative Borrower and shall have accepted such appointment within 30 days after resignation of the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if . (b) If the Person serving as Agent shall become is a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx and Lenders may, to the Borrowers and extent permitted by applicable Law, by notice in writing to the Loan Party Agent and such Person. Upon delivery of a notice of removal to Defaulting Lender, remove such Person as Agent and, in consultation with the Loan Party Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrowersuccessor. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 (thirty) days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon acceptance by a successor Agent of 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 (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable). With effect from the Resignation Effective Date or the Removal Effective Date (Date, as applicable) , (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in but it and the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent Indemnitees shall continue to hold such collateral security until such time as a successor Agent is appointed) have the benefits of the indemnification set forth in Sections 12.6 and 14.2 and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting any Issuing Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than Notwithstanding any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documentsremoval, the provisions of this Section 11 and Section 13.2 12 shall continue in effect for the its benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in with respect of to any actions taken or omitted to be taken by any of them it or its designees while the retiring Agent, or removed Agent was acting after such resignation or removal for as Agent. Any successor to Bank of America by merger long as any it or acquisition of stock or this loan shall its designees continue to be Agent act in any capacity hereunder without further act on or under the part of the parties heretoother Loan Documents, unless such successor resigns as provided above.including (i) acting

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Xxxxxxx Lenders and the Administrative BorrowerBorrowers. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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 financial institution reasonably acceptable to Required Lenders and (provided no Event of Default exists) is reasonably acceptable to the Administrative BorrowerBorrowers. If no successor is appointed by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such appointment, Required Lenders shall automatically assume all rights and duties of Agent. The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. The retiring Agent shall be discharged from its duties hereunder on the effective date of its resignation, but shall continue to have been so appointed all rights and protections available to 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 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. If the Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx andLenders may, to the extent applicablepermitted by Applicable Law, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the Borrower Agent and Agent, Required Lenders shall have the right to remove such Agent and appoint a successor Agent meeting the qualifications set forth above that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Event of Default exists) reasonably acceptable to the Administrative BorrowerBorrowers. If no such successor Agent shall have been so appointed by the Required Lenders and, pursuant to the extent applicable, approved by the Administrative Borrower foregoing sentence and shall have accepted such appointment within 30 thirty (30) days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with automatically assume all of the rights, powers, privileges rights and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 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 the 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 Xxxxxxx Lenders and the Administrative BorrowerBorrowers. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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 financial institution reasonably acceptable to Required Lenders and (provided no Event of Default exists) is reasonably acceptable to the Administrative BorrowerBorrowers. If no successor is appointed by the effective date of Agent’s resignation, then on such date, Agent may appoint a successor acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such appointment, Required Xxxxxxxx – Loan, Security and Guaranty Agreement #53354946 Lenders shall automatically assume all rights and duties of Agent. The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. The retiring Agent shall be discharged from its duties hereunder on the effective date of its resignation, but shall continue to have been so appointed all rights and protections available to 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 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. If the Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx andLenders may, to the extent applicablepermitted by Applicable Law, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the Borrower Agent and Agent, Required Lenders shall have the right to remove such Agent and appoint a successor Agent meeting the qualifications set forth above that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Event of Default exists) reasonably acceptable to the Administrative BorrowerBorrowers. If no such successor Agent shall have been so appointed by the Required Lenders and, pursuant to the extent applicable, approved by the Administrative Borrower foregoing sentence and shall have accepted such appointment within 30 thirty (30) days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with automatically assume all of the rights, powers, privileges rights and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. 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 the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. The Agent may resign at any time by giving at least 30 days written notice thereof to Xxxxxxx Lenders and the Administrative Borrower. Upon receipt of a notice of resignation from the Agent, Required Lenders shall have the right to appoint a successor the Agent which shall be (a) a US Facility Revolver Lender or an Affiliate of a US Facility Revolver Lender; or (b) 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 Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor the Agent shall have been so appointed by the Required Xxxxxxx Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring the Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor the Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if the Agent shall become a Defaulting Lender, then the Agent may be removed from its capacity as the Agent hereunder upon the request of the Required Xxxxxxx Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the Agent, Required Lenders shall have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Borrower. If no such successor the Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed the Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed the Agent shall continue to hold such collateral security until such time as a successor the Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents. After the retiring or removed the Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 12 and Section 13.2 14.2 shall continue in effect for the benefit of such retiring or removed the Agent, its sub-agents and their respective the Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed the Agent was acting as the Agent. 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 the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required Xxxxxxx, will so resign) by giving at least 30 days written notice thereof to Xxxxxxx notifying the Lenders, the Letter of Credit Issuers and the Administrative BorrowerBorrower Agent. Upon receipt of a notice of resignation from Agentany such resignation, the Required Lenders shall have the right right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), to appoint a successor Agent which Administrative Agent; provided that the consent the Parent shall not be (a) required if a US Facility Lender or an Affiliate of a US Facility Lender; or (b) 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 Default shall have occurred and (provided no Event of Default exists) is reasonably acceptable to the Administrative Borrowerbe continuing. If no such successor Administrative Agent shall have been so appointed by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notices notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Letter of Credit Issuers, appoint a successor Administrative Agent meeting which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, if Person serving as Administrative Agent shall become is a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request Lender pursuant to clause (d) of the definition thereof, the Required Xxxxxxx and Lenders may, to the Borrowers and extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person. Upon delivery of a notice of removal to , remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative BorrowerAgent. If no such successor Agent shall have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the delivery of the notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. . (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Fronting Banks under any Letter of the Loan DocumentsCredit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Fronting Bank Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and under without duplication, unless otherwise agreed by the other Loan DocumentsBorrowers and such successor Administrative Agent. After the any retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 11 Article and Section 13.2 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Agent Indemnitees Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be an Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided abovehereunder.