Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Agent may at any time give shall have the right to resign as Agent hereunder upon sixty (60) days' prior written notice of its resignation to the Lenders Borrowers and Lender, and in the Borrowerevent of such resignation, the Borrowers shall appoint a successor Agent which must be an Eligible Bank. Upon No such resignation by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the rights and obligations of Agent hereunder. If no such successor Agent is appointed within sixty (60) days after receipt of any such the resigning Agent's notice of resignation, the Required Lenders resigning Agent may petition a court for the appointment of a successor Agent. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) deliver such financing statements and execute and deliver such other instruments prepared by the Borrowers and reasonably approved by Lender or prepared by Lender as may be reasonably necessary to assign to the successor Agent, as agent for Lender, any security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Lender or the successor Agent in connection with the foregoing and (ii) the successor Agent shall establish in Lender's name, as secured party, cash collateral accounts, which shall become the Accounts for purposes of this Agreement upon the succession of such Agent, and which Accounts shall also be "securities accounts" within the meaning of the UCC. (c) Lender at its sole discretion shall have the right, in consultation with the Borrowerupon thirty (30) days notice to Agent, to appoint a successor, which shall be a bank substitute Agent with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting that satisfies the qualifications set forth aboverequirements of an Eligible Bank or to have one or more of the Accounts held by another Eligible Bank, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be perform the same as those payable duties of Agent pursuant to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions terms of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgreement.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, Lenders appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. At any time when the Agent or its Affiliate is a Defaulting Lender, the Required Lenders may, and upon the request of the Borrower shall, remove the Agent by giving notice to the Agent. Upon receipt or giving of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrower (unless an Event of Default under Section 6.01(a) or 6.01(e) shall have occurred and be continuing), to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, provided that if on behalf of the Lenders, a successor Agent, the retiring Agent shall may at any time upon or after the end of the Lender Appointment Period notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor is willing to accept Agent has been appointed and accepted such appointment, then such the retiring Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderas Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign upon the request of the Majority Lenders to the extent that the Agent shall have committed any gross negligence or willful misconduct in the performance of its duties under this Agreement. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, successor Agent that is not a Lender at the time of such appointment so long as the Borrower (if no Event of Default is then in existence) consents to such appointment (which consent shall not be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent. Any successor Agent shall notify be an Eligible Institution. Upon the Borrower and the Lenders that no acceptance of any appointment as Agent hereunder by a successor Agent, such successor is willing Agent shall thereupon succeed to accept such appointmentand become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and (2) all paymentsunder any other Credit Documents, communications and determinations provided to be made by, to or through the Agent but shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunderdischarge. The fees payable by the Borrower to a Such successor Agent shall be the same as those payable promptly specify by notice to its predecessor unless otherwise agreed between the Borrower its principal office referred to in Section 2.1 and such successorSection 2.2 hereof. After the any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign upon the request of the Majority Lenders to the extent that the Agent shall have committed any gross negligence or willful misconduct in the performance of its duties under this Agreement. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, successor Agent that is not a Lender at the time of such appointment so long as the Borrower (if no Event of Default is then in existence) consents to such appointment (which consent shall not be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent. Any successor Agent shall notify be an Eligible Institution. Upon the Borrower and the Lenders that no acceptance of any appointment as Agent hereunder by a successor Agent, such successor is willing Agent shall thereupon succeed to accept such appointmentand become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and (2) all paymentsunder any other Credit Documents, communications and determinations provided to be made by, to or through the Agent but shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunderdischarge. The fees payable by the Borrower to a Such successor Agent shall be the same as those payable promptly specify by notice to its predecessor unless otherwise agreed between the Borrower its principal office referred to in Section 2.1 and such successorSection 2.2 hereof. After the any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany of its resignation in respect of the Facilities. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerCompany, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the applicable Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, provided that if on behalf of the Lenders, a successor Agent, the retiring Agent shall may at any time upon or after the end of the Lender Appointment Period notify the Borrower Company and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor is willing to accept Agent has been appointed and accepted such appointment, then such the retiring Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents in respect of the Facilities as to which it has resigned and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each applicable Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 as Agent of the retiring (or retired) AgentAgent in respect of the Facilities as to which it has resigned, and the retiring Agent shall be discharged from all of its duties and obligations hereunderas Agent hereunder or under the other Loan Documents in respect of the Facilities as to which it has resigned (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article VIII and Section 8.04 8.05 and Section 9.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveabove; provided, provided that if the Agent shall notify the Lead Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder with notice of such acceptance provided to the Lead Borrower, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed to in writing between the Lead Borrower and such successorsuccessor Agent. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany of its resignation in respect of the Facilities. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerCompany, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the applicable Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, provided that if on behalf of the Lenders, a successor Agent, the retiring Agent shall may at any time upon or after the end of the Lender Appointment Period notify the Borrower Company and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor is willing to accept Agent has been appointed and accepted such appointment, then such the retiring Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents in respect of the Facilities as to which it has resigned and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each applicable Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 as Agent of the retiring (or retired) AgentAgent in respect of the Facilities as to which it has resigned, and the retiring Agent shall be discharged from all of its duties and obligations hereunderas Agent hereunder or under the other Loan Documents in respect of the Facilities as to which it has resigned (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article VIII and Section 8.04 9.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLenders and Issuing Bank, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower Borrower, Issuing Bank and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (2except that in the case of any collateral security held by Agent on behalf of Lenders or Issuing Bank under any of the Loan Documents, retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section 9 and Section 8.04 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided provided, that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) 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 directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.4 and 10.5 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Agent may resign at any time give by delivering notice of its such resignation to the Lenders and Borrower Representative, effective on the Borrowerdate set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in New Yorkafter 30 days after the date of the retiring Agent’s notice of resignation, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so Agent is appointed by the Required Lenders and shall have that has accepted such appointment within 30 days after the retiring Agent gives notice of its resignationappointment, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting from among Lenders. So long as no Event of Default exists, each appointment under this Section shall be subject to the qualifications set forth aboveprior consent of Borrower Representative, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointmentwhich may not be unreasonably withheld. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents, (ii) Lenders shall assume and (2) perform all payments, communications and determinations provided to be made by, to or through of the duties of Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, acting as provided for above in this paragraphAgent under the Loan Documents and (iv) subject to its rights under Section 9.02, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and Agent under the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentLoan Documents.

Resignation of Agent. The Agent Agents may at any time give notice of its resignation to the Lenders and the BorrowerBorrowers of its resignation. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the applicable Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, provided that if on behalf of the Lenders, a successor Agent, the retiring Agent shall may at any time upon or after the end of the Lender Appointment Period notify the Borrower Borrowers and the Lenders that no qualifying person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor is willing to accept Agent has been appointed and accepted such appointment, then such the retiring Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents as to which it has resigned and (2ii) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each applicable Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 as Agent of the retiring (or retired) AgentAgent as to which it has resigned, and the retiring Agent shall be discharged from all of its duties and obligations hereunderas Agent hereunder or under the other Loan Documents in respect of the Term Loan Facility as to which it has resigned (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 8.05 and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and Borrower, and any Agent may be removed at any time by the BorrowerRequired Lenders (with a prior written notice to ▇▇▇▇▇▇▇▇). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, in consultation with the Borrowerconsent of Borrower (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor shall have been so appointed by the Required Lenders and approved by ▇▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphsurplus that is not less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York, or any other financial institution with an office in New York, New York that is engaged in the making of commercial loans and the provision of agency services in syndicated commercial loan transactions. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Credit Documents, the retiring Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2) 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 the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article and Section 8.04 Sections 13.6 and 14.8 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent or continuing to hold Collateral in accordance with this Section.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Bankers Trust Company (or any other Agent hereunder), may resign as the Agent at any time give by giving ten (10) days' prior written notice of its resignation thereof to the Lenders and the Borrower. Any such resignation shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon receipt any resignation of Bankers Trust Company (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any such notice Event of resignation, Default) the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successorsuccessor agent from among the Lenders or, which shall be a bank with an office in New York, if such appointment is deemed inadvisable or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed impractical by the Required Lenders Lenders, another financial institution with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall have accepted such appointment within 30 days after thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent gives notice of its resignation, then Agent. After the retiring Agent may on behalf effective date of the Lendersresignation of an Agent hereunder, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, provided that the provisions of this Article and Section 8.04 X shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees to make each payment due to the Agent hereunder and under the Notes, and the other Loan Documents if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the resigning Agent or, after such resignation, the Lenders, and to provide copies of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each Lender.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with consent of the BorrowerBorrower (such consent not to be unreasonably withheld and not to be required if an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan, and (2) 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 directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article VII and Section 8.04 8.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerAirgas. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerAirgas, to appoint a successor, which which, in the case of a successor Agent, shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower Airgas and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Airgas to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Airgas and such successor. After the a retiring Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article X and Section 8.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as the Agent. Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as U.S. Swingline Lender (and, if applicable, as a U.S. Issuing Lender and, if Bank of America (or an Affiliate) is a Foreign Swingline Lender, such Foreign Swingline Lender). Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of such retiring U.S. Swingline Lender (and, if applicable, retiring U.S. Issuing Lender or retiring Foreign Swingline Lender), (b) such retiring U.S. Swingline Lender (and, if applicable, retiring U.S. Issuing Lender or retiring Foreign Swingline Lender) shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) if Bank of America is also a retiring U.S. Issuing Lender, the successor U.S. Issuing Lender shall issue letters of credit in substitution for the U.S. Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring U.S. Issuing Lender to effectively assume the obligations of the retiring U.S. Issuing Lender with respect to such U.S. Letters of Credit.

Resignation of Agent. (a) The Agent Agents may at any time give notice of its resignation to the Lenders and the BorrowerBorrowers of its resignation. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the applicable Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, provided that if on behalf of the Lenders, a successor Agent, the retiring Agent shall may at any time upon or after the end of the Lender Appointment Period notify the Borrower Borrowers and the Lenders that no qualifying person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor is willing to accept Agent has been appointed and accepted such appointment, then such the retiring Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents as to which it has resigned and (2ii) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each applicable Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 as Agent of the retiring (or retired) AgentAgent as to which it has resigned, and the retiring Agent shall be discharged from all of its duties and obligations hereunderas Agent hereunder or under the other Loan Documents in respect of the Facilities as to which it has resigned (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 8.05 and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Borrowers and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents arising on or after the effective date of such successor’s appointment, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Resignation of Agent. The Agent may resign as such at any time give upon thirty days' prior written notice of its resignation to the Lenders Borrowers and the BorrowerBanks. Upon receipt In the event of any such notice of resignation, the Required Lenders shall have Banks shall, by an instrument in writing delivered to the rightBorrowers and the Agent, in consultation with the Borrower, to appoint a successor, which shall be a Bank or any other commercial bank organized under the laws of the United States or any State thereof and having a combined capital and surplus of at least $500,000,000. The Agent shall consult with an office in New York, or an Affiliate the Borrowers and keep the Borrowers informed regarding the appointment of any such bank with an office in New Yorka successor Agent. If no such a successor shall have been is not so appointed or does not accept such appointment before the Agent's resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Required Lenders Banks is made and accepted or if no such temporary successor is appointed as provided above by the resigning Agent, the Required Banks shall have accepted thereafter perform all the duties of the Agent hereunder until such appointment within 30 days after by the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a Required Banks is made and accepted. Any successor Agent meeting the qualifications set forth above, provided that if to the Agent shall notify execute and deliver to the Borrower Borrowers and the Lenders that no Banks an instrument accepting such appointment and thereupon such successor is willing to accept such appointmentAgent, then such resignation without further act, deed, conveyance or transfer shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring (or retired) its predecessor hereunder with like effect as if originally named as Agent hereunder. Upon request of such successor Agent, the Borrowers and the retiring resigning Agent shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be discharged from required for more fully and certainly vesting and confirming in such successor Agent all of its duties such properties, rights, interests, powers, authorities and obligations hereunderobligations. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 VII shall continue in effect thereafter remain effective for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in resigning Agent with respect of to any actions taken or omitted to be taken by any of them such Agent while the retiring Agent was acting as Agentthe Agent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by JPMorgan as Agent pursuant to this Section shall also constitute its resignation as issuer of Letters of Credit and provider of Swing Line Loans. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, (b) the retiring Agent as issuer of Letters of Credit and provider of Swing Line Loans shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Agent to effectively assume the obligations of the retiring Agent with respect to such Letters of Credit.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation by notifying the Purchasers and the Company, and any Agent may be removed at any time by the Required Purchasers (with a prior written notice to the Lenders and the BorrowerCompany). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders Purchasers shall have the right, in consultation with the Borrowerconsent of the Company (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor shall have been so appointed by the Required Lenders Purchasers and approved by the Company and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may may, on behalf of the LendersPurchasers, appoint a successor Agent meeting the qualifications set forth aboveAgent, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Purchaser with an office in New York, New York, an Affiliate of a Purchaser or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphsurplus that is not less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section 8.07). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring such Agent’s resignation or removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Agent.

Resignation of Agent. The (a) Agent may at any time give shall have the right to resign as Agent hereunder upon thirty (30) days’ prior written notice of its resignation to the Lenders Borrowers, Manager, Lender and Servicer and in the Borrowerevent of such resignation, the Borrowers shall appoint a successor Agent which must be an Eligible Bank. Upon No such resignation by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the rights and obligations of Agent hereunder. If no such successor Agent is appointed within thirty (30) days after receipt of any such the resigning Agent’s notice of resignation, the Required Lenders resigning Agent may petition a court for the appointment of a successor Agent. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) authorize the filing of such financing statements and shall execute such other instruments prepared by the Borrowers and approved by Lender or prepared by Lender as may be necessary to assign to the successor Agent, as agent for Lender, any security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Lender or the successor Agent in connection with the foregoing and (ii) the successor Agent shall establish in Lender’s name, as secured party, cash collateral accounts, which shall become the Accounts for purposes of this Agreement upon the succession of such Agent, and which Accounts shall also be “securities accounts” within the meaning of the UCC. (c) Lender at its sole discretion shall have the right, in consultation with the Borrowerupon thirty (30) days notice to Agent, to appoint a successor, which shall be a bank substitute Agent with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting reasonably acceptable to the qualifications set forth aboveBorrowers that satisfies the requirements of an Eligible Bank or to have one or more of the Accounts held by another Eligible Bank, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be perform the same as those payable duties of Agent pursuant to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions terms of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgreement.

Resignation of Agent. The Agent may at any time give not less than 45 days’ prior written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (and so long as no Default shall have occurred and be continuing, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed, to appoint a successorsuccessor from among the Lenders, which shall be a bank with an office in New Yorkthe United States having capital and retained earnings of at least $100,000,000, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, above provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those (if any) payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 9.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.6, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York, or any other financial institution with an office in New York, New York that is engaged in the making of commercial loans and the provision of agency services in syndicated commercial loan transactions. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Credit Documents, the retiring Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2) 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 the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article and Section 8.04 Sections 13.6 and 14.8 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent or continuing to hold Collateral in accordance with this Section.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, above provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The BankBoston, N.A. (or any other Agent hereunder), may resign as the Agent at any time give by giving 30 days' prior written notice of its resignation thereof to the Lenders and the BorrowerBorrowers. Any such resignation shall take effect at the end of such 30-day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon receipt any resignation of BankBoston, N.A. (or any other Agent hereunder), and subject to the Borrowers' approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any such notice of resignationDefault), the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successorsuccessor agent from among the Lenders or, which shall be a bank with an office in New York, if such appointment is deemed inadvisable or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed impractical by the Required Lenders Lenders, another financial institution with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by such successor Agent, such successor Agent shall have accepted such appointment within 30 days after thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent gives notice of its resignation, then Agent. After the retiring Agent may on behalf effective date of the Lendersresignation of an Agent hereunder, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, provided that the provisions of this Article and Section 8.04 10 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, each of the Borrowers agrees to make each payment due to the Agent hereunder, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and to provide copies of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each Lender.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent from among the Lenders. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting Agent, which shall be a bank which has an office in the qualifications set forth aboveUnited States of America, provided with a combined capital and surplus of at least $500,000,000, PROVIDED that if the such successor Agent shall notify not have an office in New York, New York at which payments hereunder and notices delivered hereunder and under the Borrower Security Documents are to be made, then the parties hereto agree to effect such modifications to this Agreement and the Lenders that no Security Documents as shall be appropriate to permit such payments to be made and such notices to be delivered to a non-New York office. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor is willing Agent shall thereupon succeed to accept such appointmentand become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 10 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Administrative Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent. Any successor Agent shall notify be a bank which has an office in the Borrower United States and a combined capital and surplus of at least $250,000,000.00. Upon the Lenders that no acceptance of any appointment as Agent hereunder by a successor Agent, such successor is willing Agent shall thereupon succeed to accept such appointmentand become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and (2) all paymentsunder any other Credit Documents, communications and determinations provided to be made by, to or through the Agent but shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunderdischarge. The fees payable by the Borrower to a Such successor Agent shall be the same as those payable promptly specify by notice to its predecessor unless otherwise agreed between the Borrower its principal office referred to in Section 2.1 and such successorSection 2.3 hereof. After the any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The (a) Agent may at any time give shall have the right to resign as Agent hereunder upon thirty (30) days’ prior written notice of its resignation to the Lenders Borrowers, Manager, Lender and Servicer and in the Borrowerevent of such resignation, the Borrowers shall appoint a successor Agent which must be an Eligible Institution. Upon No such resignation by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the rights and obligations of Agent hereunder. If no such successor Agent is appointed within thirty (30) days after receipt of any such the resigning Agent’s notice of resignation, the Required Lenders resigning Agent may petition a court for the appointment of a successor Agent. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) authorize the filing of such financing statements and shall execute such other instruments prepared by the Borrowers and approved by Lender or prepared by Lender as may be necessary to assign to the successor Agent, as agent for Lender, any security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Lender or the successor Agent in connection with the foregoing and (ii) the successor Agent shall establish in Lender’s name, as secured party, cash collateral accounts, which shall become the Accounts for purposes of this Agreement upon the succession of such Agent, and which Accounts shall also be “securities accounts” within the meaning of the UCC. (c) Lender at its sole discretion shall have the right, in consultation with the Borrowerupon thirty (30) days notice to Agent, to appoint a successor, which shall be a bank substitute Agent with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting reasonably acceptable to the qualifications set forth aboveBorrowers that satisfies the requirements of an Eligible Institution or to have one or more of the Accounts held by another Eligible Institution, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be perform the same as those payable duties of Agent pursuant to the terms of this Agreement. However, if such substitution occurs less than a year from the date hereof, the Agent is entitled to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect yearly administration fee ($6,000) for the benefit balance of such retiring Agentthe year, its sub-agents and their respective Related Parties in respect of minus any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agentfees already paid.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerCompany, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower Company and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Agent may resign at any time give by delivering notice of its such resignation to the Lenders and Borrower, effective on the Borrowerdate set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 13.9. Upon receipt of If Agent delivers any such notice, Lenders shall have the right to appoint a successor Agent. If, after thirty (30) days after the date of retiring Agent’s notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have Agent has been so appointed by the Required Lenders and shall have that has accepted such appointment within 30 days after the retiring Agent gives notice of its resignationappointment, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth abovefrom among Lenders. (b) Effective immediately upon its resignation, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents, (ii) Lenders shall assume and (2) perform all payments, communications and determinations provided to be made by, to or through of the duties of Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as provided for above in this paragraphAgent under the Loan Documents and (iv) the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and Agent under the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentLoan Documents.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with with, unless an Event of Default exists, the Borrowerconsent of Borrower (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLender, appoint a successor Agent meeting the qualifications set forth abovein this Section 13.6; provided that, provided that if the Agent shall notify the Lenders and Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (2except that in the case of any collateral security held by Agent on behalf of any Lender under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection 13.6. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided in this Section 13.6). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section 13 and Section 8.04 12.2 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, successor Agent that is not a Lender at the time of such appointment so long as the Borrower (if no Event of Default is then in existence) consents to such appointment (which consent shall not be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent. Any successor Agent shall notify be an Eligible Institution. Upon the Borrower and the Lenders that no acceptance of any appointment as Agent hereunder by a successor Agent, such successor is willing Agent shall thereupon succeed to accept such appointmentand become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and (2) all paymentsunder any other Credit Documents, communications and determinations provided to be made by, to or through the Agent but shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunderdischarge. The fees payable by the Borrower to a Such successor Agent shall be the same as those payable promptly specify by notice to its predecessor unless otherwise agreed between the Borrower its principal office referred to in Section 2.1 and such successorSection 2.2 hereof. After the any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. 10.6.1 The Agent may at any time give not less than 45 days’ prior written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (and so long as no Default shall have occurred and be continuing, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed), to appoint a successorsuccessor from among the Lenders, which shall be a bank with an office in New Yorkthe United States having capital and retained earnings of at least $100,000,000, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, above provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 9.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.6, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent. 10.6.2 [Reserved]

Resignation of Agent. (a) The Agent may at any time give written notice of its resignation to the Lenders Purchasers and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Purchasers shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor shall have been so appointed by the Required Lenders Purchasers and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, or by such earlier date as agreed by the Required Purchasers (the “Agent Resignation Date”), then the retiring Agent may may, but shall not be obligated to, on behalf of the LendersPurchasers, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept Agent. Regardless of whether a qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and on the Agent Resignation Date. (b) With effect from the Agent Resignation Date, (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the Transaction Documents (except that in the case of any Collateral held by the Agent on behalf of the Purchasers under any of Transaction Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments owing 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 Purchaser directly, until such time time, if any, as the Required Lenders Purchasers appoint a successor Agent as provided for above in this paragraphSection. 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 Agent (except with respect to indemnity payments owed to the retiring or retired) removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Transaction Documents. The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring or removed Agent’s resignation hereunderor removal hereunder and under the other Transaction Documents, the provisions of this Article and Section 8.04 VI shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as AgentAgent hereunder.

Resignation of Agent. The 1. If the Agent may at any time wishes to resign as agent, the Agent will give written notice of its resignation to the Lenders Issuer and Canaccord. 2. If the Issuer wishes to terminate the Agent as agent, the Issuer or Canaccord respectively will give written notice to the Agent and the BorrowerIssuer or Canaccord as applicable. 3. Upon receipt of any such notice of resignationIf the Agent resigns or is terminated, the Required Lenders shall have Issuer will be responsible for ensuring that the right, in consultation with Agent is replaced not later than the Borrower, resignation or termination date by another agent that is acceptable to appoint a successorCanaccord and that has accepted such appointment, which shall appointment will be a bank with an office in New Yorkbinding on the Issuer, Canaccord and the Securityholders. 4. The resignation or an Affiliate termination of any such bank with an office in New York. If no such successor shall have been so appointed the Agent will be effective, and the Agent will cease to be bound by this Agreement, on the Required Lenders and shall have accepted such appointment within 30 date that is 60 days after the retiring Agent gives notice date of its resignation, then the retiring Agent may on behalf receipt of the Lendersnotices referred to above by the Agent, appoint a successor Agent meeting Issuer or Canaccord, as applicable, or on such other date as the qualifications set forth aboveAgent, the Issuer and Canaccord may agree upon (the “resignation or termination date”), provided that if the resignation or termination date will not be less than 10 business days before a release date. 5. If the Issuer has not appointed a successor agent within 60 days of the resignation or termination date, Canaccord or the Agent shall notify may apply, at the Borrower Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor agent, and the Lenders that no such successor is willing to accept duties and responsibilities of the Agent will cease immediately upon such appointment. 6. On any new appointment under this section, then such resignation shall nonetheless become effective in accordance the successor Agent will be vested with such notice and (1) the retiring Agent shall be discharged from its same powers, rights, duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent if it had been originally named herein as provided for above in this paragraph. 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 retired) Agent, without any further assurance, conveyance, act or deed. The predecessor Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Agent in relation to this Agreement and the retiring predecessor Agent shall will thereupon be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. 7. If any changes are made to Part 6 of this Agreement as a result of the appointment of the successor Agent, those changes must not be inconsistent with the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over the initial public offering.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting Agent. Upon the qualifications set forth aboveacceptance of such appointment hereunder by a successor Agent, provided that if the such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no such successor is willing to accept such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article XI and (2) all payments, communications and determinations provided Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be made by, to or through the Agent shall instead be made taken by or to each Lender directly, until such time it while it was acting as the Required Lenders appoint a successor Agent. Any resignation by ▇▇▇▇▇ Fargo Bank, National Association as Agent pursuant to this Section shall also constitute its resignation as provided for above in this paragraphIssuing Bank and Swing Line Lender. Upon the acceptance of a successor’s 's appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swing Line Lender, (or retiredii) Agent, and the retiring Agent Issuing Bank and Swing Line Lender shall be discharged from all of its their respective duties and obligations hereunder. The fees payable by hereunder or under the Borrower other Loan Documents, (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderIssuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit, and (iv) the provisions of this Article and Section 8.04 successor Swing Line Lender shall continue make swing line loans in effect substitution for the benefit Swing Line Loans, if any, outstanding at the time of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken succession or omitted make other arrangements satisfactory to be taken by any of them while the retiring Agent was acting as AgentSwing Line Lender to effectively assume the obligations of the retiring Swing Line Lender with respect to such Swing Line Loans.

Resignation of Agent. The (a) Agent may resign at any time give by delivering notice of its such resignation to the Lenders and Borrower, effective on the Borrowerdate set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in New Yorkwithin forty-five (45) days after the retiring Agent having given notice of resignation, or an Affiliate of any such bank with an office in New York. If no such successor shall have Agent has been so appointed by the Required Lenders and shall have that has accepted such appointment within 30 days after the retiring Agent gives notice of its resignationappointment, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Each appointment under this clause (a) shall be subject to the prior consent of Borrower, provided that if which may not be unreasonably withheld but shall not be required during the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointmentcontinuance of a Default. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents, (ii) the Lenders shall assume and (2) perform all payments, communications and determinations provided to be made by, to or through of the duties of Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as provided for above in this paragraphAgent under the Loan Documents and (iv) subject to its rights under Section 9.3, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and Agent under the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentLoan Documents.

Resignation of Agent. (a) The Agent may may, and at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf request of the LendersMajority Banks shall, appoint a successor Agent meeting the qualifications set forth above, provided that if resign as the Agent shall notify upon thirty (30) days' notice to the Borrower and the Lenders that no such Banks. If the Agent resigns under this Agreement, the Majority Banks shall appoint from among the Banks a successor is willing to accept such appointmentagent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which successor shall be discharged from its duties and obligations hereunder and subject to approval by the Borrower (2) all payments, communications and determinations provided such approval not to be made byunreasonably withheld, conditioned or delayed). If no successor agent is appointed prior to or through the effective date of the resignation of the Agent, the Agent shall instead be made by or to each Lender directlymay appoint, until such time as after consulting with the Required Lenders appoint Borrower and the Banks, a successor Agent agent which would qualify as provided for above in this paragraphan Eligible Assignee. Upon the acceptance of a successor’s appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term "Agent" shall mean such successor agent, and the retiring Agent's appointment, powers and duties as the Agent shall be discharged from all of its duties and obligations hereunderterminate. The fees payable by appointment of the Borrower to a successor Agent agent shall be become effective only upon the same as those payable to its predecessor unless otherwise agreed between Borrower's receipt of written notice of the Borrower Majority Banks' appointment of the successor agent and the successor agent's acceptance of such successorappointment. After the any retiring Agent’s 's resignation hereunderhereunder as the Agent, the provisions regarding payment of this Article costs and Section 8.04 expenses and indemnification of the Agent shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement. If no successor agent has accepted appointment as the Agent by the date which is thirty (30) days following a retiring Agent's notice of them while resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Banks shall perform all of the duties of the Agent was acting hereunder until such time, if any, as Agentthe Majority Banks appoint a successor agent.

Resignation of Agent. The Each Agent may resign at any time give upon written notice of its 30 Business Days prior to such resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States; provided that Borrower must consent to the appointment of any such successor Agent at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveabove in consultation with Borrower. Upon the execution and filing or recording of such financing statements, provided that if or amendments thereto, and such amendments or supplements to the Agent shall notify the Borrower Mortgages, and the Lenders that no such successor is willing to accept such appointmentother instruments or notices, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall as may be discharged from its duties and obligations hereunder and (2) all paymentsnecessary, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above may reasonably request, in this paragraph. Upon order to continue the acceptance perfection of a successor’s appointment as Agent hereunderthe Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Agent.

Resignation of Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerconsent of Borrower (such consent not to be unreasonably withheld and not to be required if an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan, and (2) 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 directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article VII and Section 8.04 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may resign as such at any time give upon thirty days' prior written notice of its resignation to the Lenders Borrowers and the BorrowerBanks. Upon receipt In the event of any such notice of resignation, the Company and the Required Lenders shall have Banks shall, by an instrument in writing delivered to the rightBanks and the Agent, in consultation with the Borrower, to appoint a successor, which shall be a Bank or any other commercial bank with an office in New York, organized under the laws of the United States or an Affiliate any State thereof and having a combined capital and surplus of any such bank with an office in New Yorkat least $500,000,000. If no such a successor shall have been is not so appointed or does not accept such appointment before the Agent's resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Company and the Required Lenders Banks is made and shall have accepted such appointment within 30 days after accepted, which temporary successor must also meet the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications standards set forth above, provided that if in the preceding sentence. Any successor to the Agent shall notify execute and deliver to the Borrower Borrowers and the Lenders that no Banks an instrument accepting such appointment and thereupon such successor is willing to accept such appointmentAgent, then such resignation without further act, deed, conveyance or transfer shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring (or retired) its predecessor hereunder with like effect as if originally named as Agent hereunder. Upon request of such successor Agent, the Borrowers and the retiring resigning Agent shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be discharged from required for more fully and certainly vesting and confirming in such successor Agent all of its duties such properties, rights, interests, powers, authorities and obligations hereunderobligations. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 VII shall continue in effect thereafter remain effective for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in resigning Agent with respect of to any actions taken or omitted to be taken by any of them such Agent while the retiring Agent was acting as Agentthe Agent hereunder.

Resignation of Agent. The Agent Agents may resign at any time give by notice of its resignation to the Lenders and the Administrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which shall be a commercial bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkfinancial institution reasonably acceptable to the Required Lenders. If no such successor Agent shall have been so appointed by the Required Lenders and no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after prior to the retiring Agent gives notice effective date of its resignationthe resignation of the Agent, then the retiring Agent may (but is not 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, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice on such effective date and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (2except that, in the case of any resignation by the Collateral Agent, the retiring Collateral Agent shall continue to hold any Collateral until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the retiring Agent in respect of such Loans shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s any appointment as the Agent hereunderby a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, remedies, powers, privileges privileges, duties and duties obligations of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderobligations, under the Loan Documents. The fees payable by the Administrative Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Administrative Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents as to any of the Loans, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and any of their respective Agent-Related Parties Persons in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent in respect of such Loans under this Agreement. Upon resignation of any Agent, the fees paid to such Agent and the successor Agent shall be paid pro rata for the applicable years.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders Banks that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder or under the Borrower to a successor Agent shall be the same other Loan Documents (if not already discharged therefrom as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of provided above in this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agentss.

Resignation of Agent. The (a) Agent may at any time give notice of its resignation to the Lenders Lender and the Borrower▇▇▇▇▇▇▇▇. Upon receipt of any such notice of resignation, the Required Lenders Lender shall have the right, in consultation with the Borrower▇▇▇▇▇▇▇▇, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders Lender and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Lender) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the LendersLender, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (1b) With effect from the Resignation Effective Date: (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2ii) except for any indemnity payments owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each the Lender directly, until such time time, if any, as the Required Lenders appoint Lender appoints a successor Agent as provided for above in this paragraphabove. 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 Agent (or retired) other than any rights to indemnity payments owed to the retiring Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, above provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (2except that in the case of any collateral security held by Agent on behalf of Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section 15 and Section 8.04 16.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Any Agent may at any time give notice of its resignation to the Lenders and the BorrowerBorrower Parties. Upon receipt of any such notice of resignationresignation from the Administrative Agent, the Required Lenders shall have the right, in consultation with the Borrowerconsent of Borrowers (which consent shall not be unreasonably withheld, delayed or conditioned and except that consent of Borrowers shall not be required during the continuance of any Event of Default), to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that, provided that if the Administrative Agent shall notify the Borrower Parties and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and and: (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (2except that in the case of any collateral security held by Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); and (b) 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 directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraphSection 11.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 11.06). The fees payable by the Borrower Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Parties and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section 11.06 and Section 8.04 12.06 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, Lenders appoint a successor Agent meeting the qualifications set forth above, above and reasonably acceptable to the Borrower; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the Credit Documents, and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder or under the Borrower to a successor Agent shall be the same other Credit Documents (if not already discharged therefrom as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of provided above in this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agentparagraph).

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as issuer of Letters of Credit and provider of Swing Line Loans. Upon the acceptance of a successor's appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, (b) the retiring Agent as issuer of Letters of Credit and provider of Swing Line Loans shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Agent to effectively assume the obligations of the retiring Agent with respect to such Letters of Credit.

Resignation of Agent. 16.6.1 The Agent may retire at any time give on giving not less than 20 Business Days’ prior written notice to the Instructing Party and the Issuer without assigning any reason and without being responsible for any costs occasioned by such retirement. The Instructing Party shall also have the power to remove the Agent. The retirement or removal of the Agent shall not become effective until a successor agent is appointed by or with the approval of the Instructing Party (or, if the Agent wishes to resign and 20 Business Days after giving notice of its resignation to the Lenders Instructing Party and the Borrower. Upon receipt of any such notice of resignationParent, the Required Lenders shall have the right, in consultation with the Borrower, to appoint Instructing Party has not appointed a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders Agent itself). The appointment of a replacement Agent shall not become effective until the Instructing Party has received (in a form acceptable to the Instructing Party acting reasonably) written confirmation that the replacement Agent agrees to be bound by this Deed as Agent and shall have accepted such (if required by the Instructing Party). On the appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenderssuccessor, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its any further obligations in respect of this Deed, but shall remain entitled to the benefit of the protection and indemnities afforded to it by this Deed and the replacement Agent shall assume the duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through assumed by the Agent in this Deed. A replacement Agent shall instead be made by or promptly give written notice of its appointment to each Lender directly, until such time as other Beneficiary and the Required Lenders appoint a Issuer. Any successor Agent shall be a reputable corporate agent or financial institution operating from an office in the United Kingdom. 16.6.2 It is the intention that (except only as provided for above may be agreed in this paragraph. Upon writing between any retiring Agent and its successor with the acceptance prior written consent of a successor’s the Instructing Party), on the appointment as of any successor to the Agent hereunderthe Agency Property should with immediate effect, be vested in such successor shall succeed by operation of law or, failing that, by assignment or other form of transfer or conveyance. Following the appointment of any successor to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from do and execute all of its duties acts, deeds and obligations hereunder. The fees payable documents reasonably required by such successor in order to transfer the Borrower Agency Property to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After All such acts, deed and documents shall be done or executed at the retiring Agent’s resignation hereunder, cost of the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentIssuer.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, successor Agent that is not a Lender at the time of such appointment so long as the Borrower (if no Event of Default is then in existence) consents to such appointment (which consent shall not be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent. Any successor Agent shall notify be an Eligible Institution. Upon the Borrower and the Lenders that no acceptance of any appointment as Agent hereunder by a successor Agent, such successor is willing Agent shall thereupon succeed to accept such appointmentand become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and (2) all paymentsunder any other Credit Documents, communications and determinations provided to be made by, to or through the Agent but shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunderdischarge. The fees payable by the Borrower to a Such successor Agent shall be the same as those payable promptly specify by notice to its predecessor unless otherwise agreed between the Borrower its principal office referred to in SECTION 2.1 and such successorSECTION 2.2 hereof. After the any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 SECTION 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders Banks that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank directly, until such time as the Required Lenders Banks appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Financing Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Financing Documents, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. (a) The Agent may at resign as Agent upon thirty (30) days’ notice to each Facility Lender; provided that so long as any time give notice of its Aggregate Unpaids remain outstanding, no such resignation shall take effect until a replacement Agent shall have been appointed to exercise the powers and undertake the duties hereby conferred and imposed upon the Agent. If the Agent resigns under this Agreement, the Instructing Group shall appoint any reputable and experienced bank or other financial institution as successor Agent. If no successor agent is appointed prior to the Lenders and effective date of the Borrower. Upon receipt resignation of any such notice of resignationthe Agent, the Required Lenders shall have the rightAgent may appoint, in consultation after consulting with the BorrowerFacility Lenders, to appoint a successorsuccessor agent. In each such case, which shall be the appointment of a bank with an office in New Yorkreplacement Agent shall, if the proposed replacement Agent is a Person other than a Facility Lender or an Affiliate thereof and no Event of any such bank with an office in New York. If no such successor Default shall have been so appointed by occurred and be continuing, be subject to the Required Lenders and shall have accepted such appointment within 30 days after consent of the retiring Agent gives notice Parent (not to be unreasonably withheld). (b) Upon the acceptance of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a appointment as successor Agent meeting the qualifications set forth abovehereunder, provided that if the (i) such resigning Agent’s appointment, powers and duties as Agent shall notify the Borrower be terminated and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring resigning Agent shall be discharged from its duties and obligations any further obligation hereunder and (2) all payments, communications and determinations provided but shall remain entitled to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance benefit 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of VIII as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement), and (ii) such successor Agent shall succeed to all the rights, powers and duties of them while the retiring Agent was acting as Agent, and the term “Agent” shall mean such successor Agent. (c) It is understood and agreed that any resignation of the Agent pursuant to this Section 8.12 shall apply to all of such Agent’s rights, duties and obligations in its capacity as Agent and that under no circumstances may the Agent resign with respect to only a portion of such rights, duties and obligations, including with respect to any Advance funded in any Currency.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerconsent of the Borrower at all times other than during the existence of an Event of Default (which consent will not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, after consulting with the Lenders and the Borrower, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 Sections 15.1 and 15.2 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 sixty (60) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, above provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 Sections 14.7 and 14.8 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting which shall be a commercial bank organized under the qualifications set forth above, laws of the United States of America having combined capital and surplus of at least $500,000,000; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection 12.7. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor, such successor shall thereupon succeed to and become vested with all of the rights, powers, privileges discretion, privileges, and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, in consultation with the Borrowerconsent of Borrower (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor shall have been so appointed by the Required Lenders and approved by Borrower and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphsurplus that is not less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, Lenders appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (2except that in the case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may If at any time give notice the Agent deems it advisable, in its sole discretion, it may submit to each of the Banks a written notification of its resignation as Agent under this Agreement, such resignation to be effective on the Lenders and thirtieth day after the Borrowerdate of such notice. Upon receipt of any such notice of resignationIf the Agent resigns hereunder, the Required Lenders Borrowers shall have the rightright to appoint, in consultation with the Borrowerprior written approval of the Banks, which approval shall not be unreasonably withheld, a successor Agent hereunder, provided, however that upon the occurrence and during the continuance of an Event of Default, the Banks shall have the right to appoint a successor, which such successor Agent hereunder. The successor Agent shall be a commercial bank with an office in New York, organized under the laws of the United States of America or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders State thereof and shall have accepted such appointment within 30 days after the retiring Agent gives notice having a combined capital and surplus of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphat least $100,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) AgentAgent hereunder, and the retiring Agent shall be discharged from all of its any further duties and obligations hereunderunder this Agreement. The fees payable by Borrowers and the Borrower Banks agree to a successor Agent execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between the Borrower and effect such successorappointment. After the retiring Agent’s 's resignation or removal hereunder, the provisions of this Article and Section 8.04 paragraph 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent was under this Agreement. If at any time hereunder there shall not be a duly appointed and acting as Agent, each of the Borrowers agrees to make each payment due hereunder and under the Notes directly to the Banks entitled thereto.

Resignation of Agent. The Agent may at any time give resign as Agent upon thirty (30) days’ notice of its resignation to the Lenders and Liquidity Banks. If the Borrower. Upon receipt of any such notice of resignationAgent resigns under this Agreement, the Required Lenders Majority Liquidity Banks shall have appoint from among them a successor agent for the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New YorkLiquidity Banks. If no such successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring Agent gives notice resignation of its resignationthe Agent, then the retiring Agent may on behalf of appoint, after consulting with the LendersLiquidity Banks, appoint a successor Agent meeting agent from among the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphLiquidity Banks. Upon the acceptance of a successor’s its appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent, Agent and the retiring Agent term “Agent” shall be discharged from all of its duties mean such successor agent and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article Section 8.9 and Section 8.04 8.3 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of them while resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall perform all of the duties of the Agent was acting hereunder until such time, if any, as the Majority Liquidity Banks appoint a successor agent as provided for above. It is understood and agreed that any resignation of the Agent pursuant to this Section 8.9 shall apply to all of such Agent’s rights, duties and obligations in its capacity as Agent and that under no circumstances may the Agent resign with respect to only a portion of such rights, duties and obligations, including with respect to any Advance funded in any Currency.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, each Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders Banks and the BorrowerCompany, provided that the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent reasonably acceptable to the Company. If no such successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 60 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the LendersBanks, appoint an interim successor Agent, which shall be a bank which has an office in Philadelphia, Pennsylvania, or New York, New York. Any interim successor Agent appointed under the preceding sentence may be replaced at any time by a successor Agent meeting designated by the qualifications set forth aboveRequired Banks and reasonably acceptable to the Company. The Required Banks or the retiring Agent, provided that if as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrowers and the other Banks. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and the Lenders that no duties of such successor is willing to accept retiring Agent, and such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunderhereunder as an Agent, the provisions of this Article and Section 8.04 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Banks and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successor, which shall be a bank with an office in New York, Lender or an Affiliate of any such bank with an office in New Yorka Lender. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower Borrowers and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 Issuing Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Required Requisite Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring (or retired) Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article ARTICLE 10 and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.11.14 (

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and Borrower, and any Agent may be removed at any time by the BorrowerRequired Lenders (with a prior written notice to ▇▇▇▇▇▇▇▇). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, in consultation with the Borrowerconsent of Borrower (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor shall have been so appointed by the Required Lenders and approved by ▇▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphsurplus that is not less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.. 95 Bakersfield Refinery - HoldCo Credit Agreement

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof at least thirty Banking Days prior thereto to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Bank. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent meeting the qualifications set forth above, provided that if the Agent shall promptly so notify the Borrower and the Lenders that no other Banks. Upon the acceptance by a successor Agent of any appointment as Agent hereunder, such successor is willing Agent shall thereupon succeed to accept such appointmentand become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the hereunder. The retiring Agent shall instead execute all documents or instruments of assignment as shall be made by or necessary to each Lender directly, until such time as vest in the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 rights of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 11 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerObligor. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerObligor, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, above provided that if the Agent shall notify the Borrower Obligor and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Obligor to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Obligor and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents, their respective Affiliates and to the partners, directors, officers, employees, agents and their respective Related Parties advisors of Agent, any sub-agent or such Affiliate in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent upon 30 days’ notice of its resignation to the Lenders and Liquidity Lenders. If the Borrower. Upon receipt of any such notice of resignationAgent resigns under this Agreement, the Required Majority Liquidity Lenders shall have appoint from among them a successor agent for the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New YorkLiquidity Lenders. If no such successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring Agent gives notice resignation of its resignationthe Agent, then the retiring Agent may on behalf of appoint, after consulting with the Liquidity Lenders, appoint a successor Agent meeting agent from among the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphLiquidity Lenders. Upon the acceptance of a successor’s its appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent, Agent and the retiring Agent term “Agent” shall be discharged from all of its duties mean such successor agent and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article Clause 8.9 and Section 8.04 Clause 8.3 (Liability of Agent) shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of them while resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall perform all of the duties of the Agent was acting hereunder until such time, if any, as the Majority Liquidity Lenders appoint a successor agent as provided for above. It is understood and agreed that any resignation of the Agent pursuant to this Clause 8.9 shall apply to all of such Agent’s rights, duties and obligations in its capacity as Agent and that under no circumstances may the Agent resign with respect to only a portion of such rights, duties and obligations, including with respect to any Tranche.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, Lender or an Affiliate of any such bank with an office in New Yorka Lender. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 Issuing Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Required Requisite Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring (or retired) Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article ARTICLE 10 and Section 8.04 11.14 (Expenses; Indemnity; Damage Waiver) shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders with respect to the US Facilities or with respect to the Canadian Facilities, as the case may be, shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor US Agent or Canadian Agent, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkrespectively. If no such successor US Agent or Canadian Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor US Agent meeting which shall be a commercial bank organized under the qualifications set forth above, laws of the United States of America having combined capital and surplus of at least $500,000,000 or a successor Canadian Agent shall be a Schedule I bank under the Bank Act; provided that if no successor to the retiring Agent shall notify has accepted appointment as the Borrower and US Agent or Canadian Agent, as applicable, by the Lenders that no such successor date which is willing to accept such appointmentthirty (30) days after the retiring Agent's giving of notice of resignation, then such the retiring Agent's resignation shall nonetheless nevertheless thereupon become effective in accordance with such notice and (1) effective, the retiring Agent shall be discharged from its duties and obligations hereunder, and the Lenders shall perform all of the duties of the Relevant Agent hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent agent as provided for above in this paragraphabove. Upon the acceptance of any appointment as US Agent or Canadian Agent hereunder by a successor’s appointment as Agent hereunder, such successor shall thereupon succeed to and become vested with all of the rights, powers, privileges discretion, privileges, and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article and Section 8.04 XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. (a) The Agent may resign at any time give by delivering notice of its such resignation to the Lenders and Borrowers, effective on the Borrowerdate set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective. Upon receipt of If the Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives having given notice of its resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Each appointment under this clause (a) shall be subject to the prior consent of Borrowers, provided that if which may not be unreasonably withheld but shall not be required during the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointmentcontinuance of an Event of Default. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents, (ii) the Lenders shall assume and (2) perform all payments, communications and determinations provided to be made by, to or through of the duties of the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as provided for above in this paragraphAgent under the Loan Documents and (iv) subject to its rights under Section 10.3, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Agent under the Loan Documents. (c) Agent may be removed as Agent upon the request of all Lenders (other than Affiliates of Agent) upon the determination by a court of competent jurisdiction that Agent has committed actions constituting gross negligence or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderwillful misconduct under this Agreement. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 subsection (b) above shall continue in effect for the benefit of apply upon such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agentremoval.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such Table of Contents appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 9.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty (30) days’ notice of its resignation to by notifying the Lenders and the Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to the Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, in consultation with the Borrowerconsent of the Borrower (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent, which shall be a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and surplus that is not less than $250,000,000; provided that if the Agent in no event shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a any successor Agent as provided for above in this paragraphbe a Disqualified Institution. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent upon 30 days’ notice of its resignation to the Lenders and CP Lender. If the Borrower. Upon receipt of any such notice of resignationAgent resigns under this Agreement, the Required Lenders shall have the rightCP Lender shall, in consultation with the Borrowerprior written consent of the Majority Lenders, to appoint from among the Liquidity Lenders a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor agent for the CP Lender. If no such successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring Agent gives notice resignation of its resignationthe Agent, then the retiring Agent may on behalf of appoint, after consulting with the LendersCP Lender, appoint a successor Agent meeting agent from among the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphLiquidity Lenders. Upon the acceptance of a successor’s its appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent, Agent and the retiring Agent term “Agent” shall be discharged from all of its duties mean such successor agent and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article Clause 8.8 and Section 8.04 Clause 8.3 (Liability by Agent) shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of them while resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall perform all of the duties of the Agent was acting hereunder until such time, if any, as the CP Lender appoints a successor agent as provided for above. It is understood and agreed that any resignation of the Agent pursuant to this Clause 8.8 shall apply to all of such Agent’s rights, duties and obligations in its capacity as Agent and that under no circumstances may the Agent resign with respect to only a portion of such rights, duties and obligations, including with respect to any Advance.

Resignation of Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with (but not subject to the Borrowerapproval of) the Company, to appoint a successor, which . Any successor Administrative Agent shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, ; provided that if the retiring Administrative Agent shall notify the Borrower Company and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent (or any of its Affiliates acting as Agent hereunder) shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraphSection 9.06. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the each retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the a retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the such retiring Agent was acting as an Agent. Notwithstanding anything to the contrary herein, each of the Lenders and the Loan Parties acknowledge and agree that JPMCB intends to resign as Agent, effective on the date (the “Resignation Date”) that is ninety days after the Restructuring Closing Date or such earlier date on which a successor is appointed in accordance with the preceding paragraph. The Company and the Required Lenders agree to use commercially reasonable efforts to appoint a successor in accordance with the preceding paragraph no later than ninety days after the Restructuring Closing Date and to take any and all other actions necessary in order to discharge JPMCB from all duties and obligations hereunder and under the other Restructuring Transaction Documents on the Resignation Date. The fourth sentence of the preceding paragraph shall apply in the event that a successor Agent has not been appointed and accepted its appointment within ninety days after the Restructuring Closing Date.

Resignation of Agent. The Agent may at any time give not less than 45 days' prior written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (and so long as no Default shall have occurred and be continuing, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed), to appoint a successorsuccessor from among the Lenders, which shall be a bank with an office in New York, the United States having capital and retained earnings of at least $100,000,000 or an Affiliate of any such bank with an office in New York65 the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, above provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 9.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerconsent of the Borrower (such consent not to be unreasonably withheld or delayed and not to be required if an Event of Default exists), to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations in its capacity as Agent hereunder and under the other Loan Documents and (2) 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 directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderin its capacity as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 8.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and Borrower, and any Agent may be removed at any time by the BorrowerRequired Lenders (with a prior written notice to ▇▇▇▇▇▇▇▇). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, in consultation with the Borrowerconsent of Borrower (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorksuccessor Agent. If no such successor shall have been so appointed by the Required Lenders and approved by ▇▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphsurplus that is not less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this Section 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal hereunder, the provisions of this Article and Section 8.04 9.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The (a) Agent may resign at any time give by delivering notice of its such resignation to the Lenders and Borrower, effective on the Borrowerdate set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives having given notice of its resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth aboveLenders. Each appointment under this clause (a) shall be subject to the prior consent of Borrower, provided that if which may not be unreasonably withheld but shall not be required during the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointmentcontinuance of a Default. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents, (ii) the Lenders shall assume and (2) perform all payments, communications and determinations provided to be made by, to or through of the duties of Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as provided for above in this paragraphAgent under the Loan Documents and (iv) subject to its rights under Section 9.3, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of a successor’s valid appointment as Agent, a successor Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and Agent under the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentLoan Documents.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent, without first having received the prior express written consent of the Borrower Agent (which consent is in the sole discretion of the Borrower Agent), shall not resign as Agent hereunder; provided, that Agent may resign, after giving Borrower Agent at least ten (10) Business Days' advance notice, as Agent hereunder without any time consent of the Borrower Agent after the closing of a sale or assignment of the Loans and Commitments made pursuant to Sections 5.6 or 5.7 of the Second Lien Intercreditor Agreement and upon any necessary assignment of Agent's Liens in connection therewith. If consent of the Borrower Agent is provided, Agent shall give at least ten (10) Business Days' advance notice of its resignation to the Lenders and the BorrowerL/C Issuer. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrower Agent, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New YorkEligible Assignee. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower Agent and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless not become effective in accordance with such notice and (1) the retiring Agent shall not be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through under the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphother Loan Documents. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Encina as Agent pursuant to this Section shall also constitute resignation of the then effective L/C Issuer and Swing Line Lender, unless otherwise agreed to by the L/C Issuer. Upon the acceptance of a successor's appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerCompany, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower Company and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent Agent, in consultation with the Borrower, as provided for above in this paragraphSection. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successor, which shall be a bank with an office in New York, Lender or an Affiliate of any such bank with an office in New Yorka Lender. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower Borrowers and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) 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 the Issuing Bank directly, until such time as the Required Requisite Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring (or retired) Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article 10 and Section 8.04 11.14 (Expenses; Indemnity; Damage Waiver) shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders Banks that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank directly, until such time as the Required Lenders Banks appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Financing Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Financing Documents, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time give notice of its resignation to by notifying the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Agent has been appointed pursuant to the qualifications set forth aboveimmediately preceding sentence by the 30th day after the date such notice of resignation was given by such Agent, provided that if the Agent such Agent’s resignation shall notify the Borrower become effective and the Required Lenders that no shall thereafter perform all the duties of such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, and/or under any other Loan Document until such time time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as provided for above in this paragraphthe case may be. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring an Agent’s resignation hereunder, the provisions of this Article and Section 8.04 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successorsuccessor Agent, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, Lenders appoint a successor Agent Agent, meeting the qualifications set forth above, ; provided that if the Agent shall notify the Lead Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, Lender or an Affiliate of any such bank with an office in New Yorka Lender. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) 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 the Issuing Bank directly, until such time as the Required Requisite Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring (or retired) Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article 10 and Section 8.04 11.14 (Expenses; Indemnity; Damage Waiver) shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the BorrowerObligors. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the BorrowerObligors, to appoint a successor, which shall be a bank with an office in New York, or an Affiliate of any such bank with an office in New York. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (such thirty (30) day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboverelevant qualifications. In addition and without any obligation on the part of the retiring Agent to appoint, provided that if on behalf of the Lenders, a successor Agent, the retiring Agent shall may at any time upon or after the end of the Lender Appointment Period notify the Borrower Obligors and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor is willing to accept Agent has been appointed and accepted such appointment, then such the retiring Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Majority Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent in its capacity as Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderas Agent hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Obligors to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Obligors and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, Issuing Bank and the BorrowerBorrower Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successor, which shall be a bank with an office in New York, the United States of America or an Affiliate of any such bank with an office in New Yorkthe United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Upon acceptance of its appointment as Agent hereunder by its successor, provided that if such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall notify be discharged from its duties and obligations hereunder and under the Loan Documents. The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor. Notwithstanding the foregoing, if no successor of Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to Lenders, Issuing Bank and Borrower and Agent, whereupon, on the Lenders that no such successor is willing to accept such appointment, then date of the effectiveness of such resignation shall nonetheless become effective stated in accordance with such notice and notice, (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all paymentsunder the other Loan Documents, communications and determinations provided that, solely for purposes of maintaining any security interest granted to Agent under any Collateral Documents for the benefit of Secured Parties, the retiring Agent shall continue to be made byvested with such security interest as collateral agent for the benefit of Secured Party and, in the case of any Collateral in its possession, shall continue to or through the Agent shall instead be made by or to hold such Collateral, in each Lender directly, case until such time as the Required Lenders appoint a successor Agent as provided for above is appointed and accepts such appointment in accordance with this paragraph. Upon Section 8.06 (it being understood and agreed that the acceptance retiring Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of a successor’s appointment as Agent hereunderany such security interest), such successor and (b) Required Lenders shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to Agent for the account of any Person other than Agent shall be made directly to Person and (ii) all notices and other communications required or contemplated to be given or made to Agent shall also be given or made directly to each Lender and Issuing Bank. If Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof (a “Defaulting Agent”), the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower Agent and the Defaulting Agent, remove the Defaulting Agent as Agent and, in consultation with the Borrower Agent, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or retiredsuch 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder and under the Borrower to a successor Agent shall be the same as those payable other Loan Documents other than its liability, if any, for duties and obligations accrued prior to its predecessor unless otherwise agreed between retirement. Following the Borrower and such successor. After the retiring effectiveness of Agent’s 's resignation hereunderor removal from its capacity as such, the provisions of this Article VIII and Section 8.04 11.03 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties 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.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided, provided that if the Agent shall notify the Lead Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder with notice of such acceptance provided to the Lead Borrower, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed to in writing between the Lead Borrower and such successorsuccessor Agent. After the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in New Yorkthe United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, ; provided that if the Agent shall notify the Borrower and the Lenders that no such successor is willing to accept qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring 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 under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s '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 retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Agent may resign as such at any time give upon thirty days' prior written notice of its resignation to the Lenders Company and the BorrowerBanks. Upon receipt In the event of any such notice of resignation, the Required Lenders shall have Banks shall, by an instrument in writing delivered to the rightCompany and the Agent, in consultation with the Borrower, to appoint a successor, which shall be Asahi, or, if Asahi declines, then a commercial bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkacceptable to the Banks. If no such a successor shall have been is not so appointed or does not accept such appointment before the Agent's resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Required Lenders Banks is made and accepted or if no such temporary successor is appointed as provided above by the resigning Agent, the Required Banks shall have accepted thereafter perform all the duties of the Agent hereunder until such appointment within 30 days after by the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a Required Banks is made and accepted. Any successor Agent meeting the qualifications set forth above, provided that if to the Agent shall notify execute and deliver to the Borrower Company and the Lenders that no Banks an instrument accepting such appointment and thereupon such successor is willing to accept such appointmentAgent, then such resignation without further act, deed, conveyance or transfer shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring (or retired) its predecessor hereunder with like effect as if originally named as Agent hereunder. Upon request of such successor Agent, the Company and the retiring resigning Agent shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be discharged from required for more fully and certainly vesting and confirming in such successor Agent all of its duties such properties, rights, interests, powers, authorities and obligations hereunderobligations. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 VII shall continue in effect thereafter remain effective for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in resigning Agent with respect of to any actions taken or omitted to be taken by any of them such Agent while the retiring Agent was acting as Agentthe Agent hereunder.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, successor Agent that is not a Lender at the time of such appointment so long as the Borrower (if no Event of Default is then in existence) consents to such appointment (which consent shall not be a bank with an office in New York, or an Affiliate of any such bank with an office in New Yorkunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent. Any successor Agent shall notify be an Eligible Assignee. Upon the Borrower and the Lenders that no acceptance of any appointment as Agent hereunder by a successor Agent, such successor is willing Agent shall thereupon succeed to accept such appointmentand become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and (2) all paymentsunder any other Loan Documents, communications and determinations provided to be made by, to or through the Agent but shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, and the retiring Agent shall not be discharged from all of any liabilities for its duties and obligations hereunder. The fees payable by the Borrower to a successor actions as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.prior to