Common use of Resignation of the Agent Clause in Contracts

Resignation of the Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders may, after consultation with the Borrower, appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consultation with the Borrower, appoint a successor Agent. Upon the acceptance by any Person of its appointment as a successor Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.

Resignation of the Agent. The Agent may at any time give notice resign and appoint one of its resignation affiliates as successor by giving notice to the Lenders other Finance Parties and the Borrower, provided, however, that Borrowers. Alternatively the Agent shall may, upon prior written consent of the Borrowers (not to be required to unreasonably withheld), resign and provide by giving notice thereof to the Lenders other Finance Parties and the Borrower Borrowers in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, which case the Required Lenders may, (after consultation with the Borrower, Borrowers) may appoint a successor Agentagent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment not appointed a successor agent in accordance with paragraph b) above within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation was given, then the retiring Agent may, on behalf of the Lenders and (after consultation with the Borrower, Borrowers) may appoint a successor agent. The retiring Agent shall, at its own cost, make available to the successor agent such documents and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Agent’s resignation notice shall only take effect upon appointment of a successor. Upon the acceptance by any Person appointment of its appointment as a successor Agentsuccessor, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Each successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. After consultation with the Borrowers the Required Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Loan Documents Finance Documents, either: the Agent fails to respond to a request under Clause 13.4 (FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 13.4 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (bin each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the retiring Agent shall promptly transfer all Collateral within its possession or control were a FATCA Exempt Party, and that Lender, by notice to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted requires it to be taken by it while it was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayedresign.

Resignation of the Agent. The Agent may at any time give notice of its resignation as Agent to the Lenders Lenders, the Lender issuing Letters of Credit hereunder (the "Issuing Lender"), and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders mayshall have the right, after consultation with approval from the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), to appoint a successor Agentsuccessor, such approval not to be unreasonably withheld or delayed. If no such successor Agent shall have been so appointed and by the Required Lenders and shall have accepted such appointment so approved by the Borrower (as applicable) within 30 thirty (30) days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders and after consultation with the BorrowerIssuing Lender, appoint a successor Agent. Upon Agent meeting the acceptance by any qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person of its appointment as a successor Agenthas accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent 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 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. 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 promptly transfer be discharged from all Collateral within of its possession duties and obligations hereunder or control under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to the possession or control of the a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agentsuccessor. After any the retiring Agent's resignation as Agenthereunder and under the other Loan Documents, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.10.14

Resignation of the Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders mayshall have the right, after consultation with the consent of the Borrower, to appoint a successor Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States provided, that such Affiliate is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations section 1.1441-1. 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's giving of Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders and after consultation the L/C Issuer and with the consent of the Borrower, appoint a successor Agent. Upon Agent meeting the acceptance by any qualifications set forth above; provided, that, if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment within thirty (30) days after the resigning Agent gives notice of its appointment as a successor Agentresignation, then such resignation shall nonetheless become effective in accordance with such notice and (a1) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (b) except that in the case of any Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall promptly transfer all Collateral within its possession continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or control other amounts then owed to the possession retiring or control removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. 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 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 shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agentsuccessor. After any the retiring Agent's ’s resignation as Agenthereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the AgentAgent hereunder. Notwithstanding anything contained in Any resignation by Bank of America as the Agent pursuant to this Section 8.08 shall also constitute its resignation as Swing Line Lender and the resignation of Bank of America as L/C Issuer. Upon the acceptance of a successor’s appointment as the 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 and Swing Line Lender, (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 contrary, unless retiring L/C Issuer to effectively assume the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent obligations of the Borrower (unless an Event retiring L/C Issuer with respect to such Letters of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayedCredit.

Resignation of the Agent. The Agent may at any time give notice of its resignation as Agent to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders mayshall have the right, after consultation with approval from the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), to appoint a successor Agentsuccessor, such approval not to be unreasonably withheld or delayed. If no such successor Agent shall have been so appointed and by the Required Lenders and shall have accepted such appointment so approved by the Borrower (as applicable) within 30 thirty (30) days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders and after consultation with the BorrowerLenders, appoint a successor Agent. Upon Agent meeting the acceptance by any qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person of its appointment as a successor Agenthas accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent 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 (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 Section. 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 promptly transfer be discharged from all Collateral within of its possession duties and obligations hereunder or control under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to the possession or control of the a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agentsuccessor. After any the retiring Agent's ’s resignation as Agenthereunder and under the other Loan Documents, the provisions of this Article 8 Section 10.14 and Section 11.3 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Affiliates, and their and their Affiliates’ respective partners, directors, officers, employees, agents and advisors (for purposes hereof, “Related Parties”) in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.

Resignation of the Agent. (a) The Agent may at any time give notice resign and appoint one of its resignation Affiliates acting through an office in the United Kingdom or Ireland as successor by giving notice to the Lenders and the Borrower, provided, however, that Company. (b) Alternatively the Agent shall be required to may resign and provide by giving 30 days’ notice thereof to the Lenders and the Borrower in the event the AgentCompany, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under which case the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Majority Lenders may, (after consultation with the Borrower, Company) may appoint a successor Agent. (c) If no the Majority Lenders have not appointed a successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in accordance with paragraph (b) above within 30 20 days after the retiring Agent's giving of notice of resignationresignation was given, then the retiring Agent may, on behalf of the Lenders and (after consultation with the Borrower, Company) may appoint a successor AgentAgent (acting through an office in the United Kingdom or Ireland). Upon (d) If the acceptance by any Person of its appointment Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent, (a) such Person shall thereupon succeed agree with the proposed successor Agent amendments to this Clause 27 and become vested any other term of this Agreement dealing with all the rights, powers, duties and rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (f) The Agent’s resignation notice shall only take effect upon the appointment of a successor. (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its duties obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and obligations as Agent under this Clause 27 (and any agency fees for the Loan Documents and (b) account of the retiring Agent shall promptly transfer all Collateral within its possession or control cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (h) After consultation with the Company, the Majority Lenders may, by notice to the possession or control of Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above. (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.pursuant to

Resignation of the Agent. The Agent may resign at any time give notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide by giving notice thereof to the Lenders and Borrower. Further, the Borrower Agent shall resign in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documentsthere are no outstanding Revolving Commitments. Upon receipt of any such notice of resignation, the Required Lenders may, after consultation with and Borrower shall have the Borrower, right to appoint a successor AgentAgent (provided that Borrower shall not unreasonably withhold its consent to a successor Agent nominated by the Required Lenders and Borrower shall have no right to participate in such appointment during the continuance of an Event of Default or if there are no outstanding Revolving Commitments). If no successor Agent shall have been so appointed by the Required Lenders and Borrower (to the extent required by the preceding sentence), and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consultation with the BorrowerLenders, appoint a successor AgentAgent which shall be a Lender or a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $100,000,000.00. Upon the acceptance by of any Person of its appointment as the Agent hereunder by a successor, such successor Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agenthereunder. After any retiring Agent's resignation hereunder as Agent, the Agent the provisions of this Article 8 X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.

Resignation of the Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders mayshall have the right, after consultation with the consent of the Borrower, to appoint a successor Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States provided, that such Affiliate is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations section 1.1441-1. 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's giving of Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders and after consultation the L/C Issuer and with the consent of the Borrower, appoint a successor Agent. Upon Agent meeting the acceptance by any qualifications set forth above; provided, that, if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment within thirty (30) days after the resigning Agent gives notice of its appointment as a successor Agentresignation, then such resignation shall nonetheless become effective in accordance with such notice and (a1) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (b) except that in the case of any Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall promptly transfer all Collateral within its possession continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or control other amounts then owed to the possession retiring or control removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. 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 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 163 predecessor unless otherwise agreed between the Borrower and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agentsuccessor. After any the retiring Agent's ’s resignation as Agenthereunder and under the other Loan Documents, the provisions of this Article 8 and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the AgentAgent hereunder. Notwithstanding anything contained in Any resignation by Bank of America as the Agent pursuant to this Section 8.08 shall also constitute its resignation as Swing Line Lender and the resignation of Bank of America as L/C Issuer. Upon the acceptance of a successor’s appointment as the 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 and Swing Line Lender, (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 contrary, unless retiring L/C Issuer to effectively assume the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent obligations of the Borrower (unless an Event retiring L/C Issuer with respect to such Letters of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayedCredit.

Resignation of the Agent. The Agent may resign at any time give by giving written notice of its resignation to the Lenders Banks and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders may, after consultation Majority Banks with the prior written consent of the Borrower, which consent of the Borrower shall not be necessary if an Event of Default has occurred and is continuing at such time, which shall not be unreasonably withheld, shall have the right to appoint a successor Agentfrom among the Banks. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 forty-five (45) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consultation with the BorrowerBanks, appoint a successor Agentthereto with the prior written consent of the Borrower, which consent shall not be necessary if an Event of Default has occurred and is continuing at such time, which shall not be unreasonably withheld, and such successor Agent shall be a bank or trust Borrower organized under the laws of the United States or any state thereof having a combined capital and surplus (or owned by a holding Borrower having a combined capital and surplus) of at least $2,000,000,000.00. Upon the acceptance by any Person such successor of its appointment as a hereunder, such successor Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties rights and obligations of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent this Agreement except with respect to the Collateral any liability with respect to the successor Agenta breach of any obligation hereunder prior to such resignation. After any retiring Agent's resignation as Agent, the The provisions of this Article 8 shall continue in effect for its inure to the benefit in respect of the retiring Agent as to any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in held such position under this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayedAgreement.

Resignation of the Agent. or the Security Agent a) The Agent or the Security Agent may at any time give notice resign and appoint one of its resignation Affiliates as successor by giving notice to the Lenders and the Borrower. 10127241/1 83 b) Alternatively, the Agent or the Security Agent may resign by giving thirty (30) days' notice to the Lenders and the Borrower, provided, however, that in which case the Agent shall be required to resign and provide notice thereof to the Majority Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders may, (after consultation with the Borrower, ) may appoint a successor Agent, or as the case may be, a successor Security Agent. c) If no the Majority Xxxxxxx have not appointed a successor Agent shall have been so appointed by or as the Required Lenders and shall have accepted such appointment case may be, a successor Security Agent in accordance with paragraph b) above within 30 twenty (20) days after the retiring Agent's giving of notice of resignationresignation was given, then the retiring Agent may, on behalf of the Lenders and or Security Agent (after consultation with the Borrower, ) may appoint a successor Agent or as the case may be, a successor Security Agent. Upon d) The retiring Agent shall, or, as the acceptance by any Person of its appointment as a case may be, the Security Agent make available to the successor Agent, (a) or, as the case may be, the successor Security Agent such Person shall thereupon succeed to documents and become vested with all records and provide such assistance as the rightssuccessor Agent or, powersas the case may be, duties and obligations the successor Security Agent may reasonably request for the purposes of performing its functions under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent or Security Agent (as the case may be) for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. e) The Agent's, or, as the case may be, the Security Agent's, resignation notice shall only take effect upon the appointment of a successor. f) Upon the appointment of a successor, the retiring Agent or Security Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its duties obligations under paragraph e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Agent), Clause 14.5 (Indemnity to the Security Agent) and this Clause 26 (and any agency fees for the account of the retiring Agent or Security Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Loan Documents Finance Documents, either: (i) the Agent fails to respond to a request under Xxxxxx 12.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; 10127241/1 84 and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Xxxxxx, by notice to the Agent, requires it to resign. 26.14 Confidentiality a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments. b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it. 26.15 Relationship with the Lenders a) The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender: (i) entitled to or liable for any payment due under any Finance Document on that day; and (ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day, unless it has received not less than five (5) Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement. b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and e-mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, e-mail address (or such other information), department and officer by that Lender for the purposes of Clause 31.2 (Addresses) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Xxxxxx. 26.16 Credit appraisal by the Lenders Without affecting the responsibility of each Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to: a) the financial condition, status and nature of the Obligors; b) the retiring Agent shall promptly transfer all Collateral within its possession legality, validity, effectiveness, adequacy or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect enforceability of any actions taken Finance Document and any other agreement, arrangement or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained document entered into, made or executed in this Section 8.08 to the contraryanticipation of, unless the successor Agent is a financial institution having a combined capital and surplus equal to under or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.connection with any Finance Document;

Resignation of the Agent. Successor Agent. The Agent may at any time give resign ----------------------------------------- as the Agent upon 20 days' notice of its resignation to the Lenders Banks and, unless a Default of the type referred to in Section 9.05 has occurred and is continuing, to the Borrower. Upon the resignation of the Agent, the Required Banks shall appoint from among the Banks a successor Agent which is a bank or a trust company for the Banks subject, to the extent that no payment Default or Event of Default has occurred and is then continuing, to prior approval by the Borrower (such approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the Borrowerterm "Agent" shall include such successor agent effective upon its appointment, providedand the resigning Agent's rights, however, that powers and duties as the Agent shall be required terminated, without any other or further act or deed on the part of such former Agent or any of the parties to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders may, after consultation with the Borrower, appoint a successor Agentthis Agreement. If no a successor Agent shall not have been so appointed within such 20 day period after the date such notice of resignation was given by the Required Lenders and shall have accepted such appointment within 30 days after Agent, the retiring Agent's giving of notice of resignation, then resignation shall become effective and the retiring Agent may, on behalf Banks shall thereafter perform all duties of the Lenders and after consultation with Agent hereunder and/or under any other Credit Documents until such time, if any, as the Borrower, Required Banks appoint a successor AgentAgent as provided above. Upon After the acceptance by any Person of its appointment as a successor Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights resignation of the Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agenthereunder, the provisions of this Article 8 Section 11 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in Agent under this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayedAgreement.

Resignation of the Agent. or the Security Agent a) The Agent or the Security Agent may at any time give notice resign and appoint one of its resignation Affiliates as successor by giving notice to the Lenders and the BorrowerBorrowers. b) Alternatively, provided, however, that the Agent shall be required to or the Security Agent may resign and provide by giving thirty (30) days' notice thereof to the Lenders and the Borrower in the event the AgentBorrowers, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under which case the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Majority Lenders may, (after consultation with the Borrower, Borrowers) may appoint a successor Agent, or as the case may be, a successor Security Agent. 10127241/1 84 c) If no the Majority Lenders have not appointed a successor Agent shall have been so appointed by or as the Required Lenders and shall have accepted such appointment case may be, a successor Security Agent in accordance with paragraph b) above within 30 twenty (20) days after the retiring Agent's giving of notice of resignationresignation was given, then the retiring Agent may, on behalf of the Lenders and or Security Agent (after consultation with the Borrower, Borrowers) may appoint a successor Agent or as the case may be, a successor Security Agent. Upon d) The retiring Agent shall, or, as the acceptance by any Person of its appointment as a case may be, the Security Agent make available to the successor Agent, (a) or, as the case may be, the successor Security Agent such Person shall thereupon succeed to documents and become vested with all records and provide such assistance as the rightssuccessor Agent or, powersas the case may be, duties and obligations the successor Security Agent may reasonably request for the purposes of performing its functions under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. e) The Agent's, or, as the case may be, the Security Agent's, resignation notice shall only take effect upon the appointment of a successor. f) Upon the appointment of a successor, the retiring Agent or Security Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its duties obligations under paragraph e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Agent), Clause 14.5 (Indemnity to the Security Agent) and obligations as Agent under this Clause 26 (and any agency fees for the Loan Documents and (b) account of the retiring Agent shall promptly transfer all Collateral within its possession or control cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g) After consultation with the Borrowers, the Majority Lenders may, by notice to the possession or control of Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent shall resign in accordance with paragraph b) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary pursuant to paragraph c) above) if on or desirable after the date which is three (3) months before the earliest FATCA Application Date relating to transfer the rights of any payment to the Agent with respect under the Finance Documents, either: (i) the Agent fails to respond to a request under Xxxxxx 12.7 (FATCA Information) and the Borrowers or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Borrowers or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrowers or that Xxxxxx, by notice to the Collateral to the successor Agent. After any retiring Agent's resignation as Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted requires it to be taken by it while it was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayedresign.

Resignation of the Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide by giving notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan DocumentsBorrower. Upon receipt of any such notice of resignation, the Required Lenders may, after consultation with the Borrowerconsent of the Borrower (which consent shall not be unreasonably withheld), appoint a any Eligible Assignee as the successor Agent. If no successor Agent shall have been is so appointed by the Required Lenders and shall have accepted accepts such appointment within 30 days after the retiring resigning Agent's giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and after consultation with the Borrowerconsent of the Borrower (which consent shall not be unreasonably withheld), appoint a any Eligible Assignee as the successor Agent. Upon Effective on the acceptance by any Person of its appointment as a successor Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring resigning Agent and the retiring resigning Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor AgentDocuments. After any retiring resigning Agent's resignation as Agent, the provisions of this Article 8 IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in The Lenders, the Agent, and the Borrower agree that (i) if the Agent is removed or replaced as Agent, by resignation or otherwise, under this Section 8.08 to Agreement, then the contraryentity being removed or replaced as Agent will simultaneously resign as Revolving Agent and Collateral Agent, unless the and (ii) no successor Agent is a financial institution having a combined capital will be appointed or accepted under this Agreement unless such party shall simultaneously be appointed or accepted as Revolving Agent and surplus equal Collateral Agent and shall agree to such simultaneous appointment or in excess of $500,000,000, the appointment of such successor acceptance as Revolving Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayedand Collateral Agent.

Resignation of the Agent. (a) The Agent may at any time give notice resign and appoint one of its resignation Affiliates acting through an office in France as successor by giving notice to the Lenders and the Borrower, provided, however, that Company. (b) Alternatively the Agent shall be required to may resign and provide by giving 30 days' notice thereof to the Lenders and the Borrower in the event the AgentCompany, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under which case the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Majority Lenders may, (after consultation with the Borrower, Company) may appoint a successor Agent, which shall not be incorporated or acting through an office situated in a Non-Cooperative Jurisdiction. If (c) The Company may, on no successor less than 30 days' prior notice to the Agent, replace the Agent by requiring the Lenders to appoint a replacement Agent if any amount payable under a Finance Document by an Obligor becomes not deductible from that Obligor's taxable income for French tax purposes by reason of that amount (i) being paid or accrued to an Agent incorporated or acting through an office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative Jurisdiction. In this case, the Agent shall have been so resign and a replacement Agent shall be appointed by the Required Majority Lenders and shall have accepted such appointment (after consultation with the Company) within 30 days after the retiring Agent's giving of notice of resignationreplacement was given. (d) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, then the retiring Agent may, on behalf of the Lenders and (after consultation with the Borrower, Company) may appoint a successor AgentAgent (acting through an office in France). Upon (e) If the acceptance by any Person of its appointment Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (d) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent, (a) such Person shall thereupon succeed agree with the proposed successor Agent amendments to this Clause 33 and become vested any other term of this Agreement dealing with all the rights, powers, duties and rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (f) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (g) The Agent's resignation notice shall only take effect upon the appointment of a successor. (h) Upon the appointment of a successor, the retiring Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agent, the provisions of this Article 8 shall continue in effect for its benefit further obligation in respect of any actions taken or omitted the Finance Documents (other than its obligations under paragraph (f) above) but shall remain entitled to be taken by it while it was acting as the benefit of Clause 15.3 (Indemnity to the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital ) and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.this

Resignation of the Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders mayshall have the right, after consultation with subject to the consent of the Borrower, to appoint a successor Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. 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's giving of Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders and after consultation with the BorrowerLenders, appoint a successor Agent. Upon Agent meeting the acceptance by any Person of its appointment as a successor Agent, (a) such Person shall thereupon succeed to and become vested qualifications set forth above with all the rights, powers, duties and obligations consent of the retiring Borrower; provided that if the Agent shall notify the Borrower and the Lenders that no 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 as Agent hereunder and under the other Loan Documents and (b) 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 promptly transfer continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all Collateral within its possession payments, communications and determinations provided to be made by, to or control through the Agent shall instead be made by or to each Lender directly, until such time as a successor Agent shall be appointed as provided for above in this Section 9.06. Upon the possession or control 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) the Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder 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 shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agentsuccessor. After any the retiring Agent's ’s resignation as Agenthereunder and under the other Loan Documents, the provisions of this Article 8 and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.

Resignation of the Agent. The Agent may, and at the request of the Required Lenders shall, resign as the Agent upon thirty (30) days notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which approval of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent may at any time give notice of its resignation to appoint, after consulting with the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders may, after consultation with the Borrower, appoint a successor Agent. If no successor Agent shall have been so appointed by administrative agent from among the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consultation with the Borrower, appoint a successor AgentLenders. Upon the acceptance by any Person of its appointment as a successor Agentadministrative agent hereunder, (a) such Person successor administrative agent shall thereupon succeed to and become vested with all the rights, powers, and duties and obligations of the retiring Agent and the term "Agent" shall mean such successor administrative agent and the retiring Agent's appointment, powers, and duties as the Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agentterminated. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 8 13, Section 14.1, and Section 14.2 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting the Agent under this Agreement. If no successor administrative agent has accepted appointment as the Agent by the date which is thirty (30) days following a retiring Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess 's notice of $500,000,000resignation, the appointment of such successor Agent retiring Agent's resignation shall require nevertheless thereupon become effective and the prior written consent Lenders shall perform all of the Borrower (unless an Event of Default exists, in which case the consent duties of the Borrower shall not be required)Agent hereunder until such time, such consent not to be unreasonably withheld or delayedif any, as the Required Lenders appoint a successor agent as provided for above.

Resignation of the Agent. The Agent may may, and at the request of the Required Lenders shall, resign as the Agent upon thirty (30) days' notice to the Lenders; provided that any time give notice such resignation by Bank of America shall also constitute its resignation as L/C Issuer. If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders may, after consultation with the Borrower, appoint a successor Agent. If no successor Agent shall have been so appointed by administrative agent from among the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consultation with the Borrower, appoint a successor AgentLenders. Upon the acceptance by any Person of its appointment as a successor Agentadministrative agent hereunder, (a) the Person acting as such Person successor administrative agent shall thereupon succeed to and become vested with all the rights, powers, powers and duties and obligations of the retiring Agent and L/C Issuer, and the respective terms "Agent" and "L/C Issuer" shall mean such successor administrative agent and Letter of Credit issuer, and the retiring Agent's appointment, powers and duties as the Agent shall be discharged from its duties terminated and obligations as Agent under the Loan Documents and (b) the retiring Agent L/C Issuer's rights, powers and duties as such shall promptly transfer all Collateral within its possession be terminated, without any other or control to further act or deed on the possession part of such retiring L/C Issuer or control any other Lender, other than the obligation of the successor Agent and shall execute and deliver L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such notices, instructions and assignments as may be necessary succession or desirable to transfer make other arrangements satisfactory to the rights retiring L/C Issuer to effectively assume the obligations of the Agent retiring L/C Issuer with respect to the Collateral to the successor Agentsuch Letters of Credit. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 8 14, Section 15.1, and Section 15.2 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting the Agent under this Agreement. If no successor administrative agent has accepted appointment as the Agent by the date which is thirty (30) days following a retiring Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess 's notice of $500,000,000resignation, the appointment of such successor Agent retiring Agent's resignation shall require nevertheless thereupon become effective and the prior written consent Lenders shall perform all of the Borrower (unless an Event of Default exists, in which case the consent duties of the Borrower shall not be required)Agent hereunder until such time, such consent not to be unreasonably withheld or delayedif any, as the Required Lenders appoint a successor agent as provided for above.

Resignation of the Agent. (a) The Agent may at any time give notice resign and appoint one of its resignation Affiliates as successor by giving notice to the Lenders each Hedging Provider, the Security Agent and the Borrower. (b) Alternatively the Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, provided, however, that in which case the Agent shall be required to resign and provide notice thereof to the Majority Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders may, (after consultation with the Borrower, ) may appoint a successor Agent. (c) If no the Majority Lenders have not appointed a successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in accordance with clause (b) above within 30 20 days after the retiring Agent's giving of notice of resignationresignation was given, then the retiring Agent may, on behalf of the Lenders and (after consultation with the Borrower, ) may appoint a successor Agent. Upon (d) If the acceptance by any Person of its appointment Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 33.12(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent, (a) such Person shall thereupon succeed agree with the proposed successor Agent amendments to this clause 33 and become vested any other term of this Agreement dealing with all the rights, powers, duties and rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. (f) The Agent's resignation notice shall only take effect upon the appointment of a successor. (g) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its duties obligations under clause 33.12(e)) but shall remain entitled to the benefit of clause 14.3 (Indemnity to the Agent and obligations as Agent under the Loan Documents Security Agent) and this clause 33 (b) and any agency fees for the account of the retiring Agent shall promptly transfer all Collateral within its possession or control cease to the possession or control accrue from (and shall be payable on) that date). Any successor and each of the successor Agent and other Parties shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer have the same rights of the Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.and

Resignation of the Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan DocumentsCompany. Upon receipt of any such notice of resignation, the Required Lenders mayshall have the right, with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within 30 days after consultation with the Borrowerretiring the Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Agentthe Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as the Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as the Agent and, with, so long as no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring Agent's giving of notice of resignation, then or removed the retiring Agent may, on behalf of the Lenders and after consultation with the Borrower, appoint a successor Agent. Upon the acceptance by any Person of its appointment as a successor Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents, in each case solely in its capacity as the Agent and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) the Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed the Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor the Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and (b) such successor. After the retiring Agent shall promptly transfer all Collateral within its possession or control to removed the possession Agent’s resignation or control of removal hereunder and under the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agent. After any retiring Agent's resignation as Agentother Loan Documents, the provisions of this Article 8 and Section 10.04 shall continue in effect for the benefit of such retiring or removed the Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed the Agent was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.

Resignation of the Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide by giving notice thereof to the Lenders Lenders, the Issuers and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan DocumentsBorrower. Upon receipt of any such notice of resignation, the Required Lenders may, after consultation with the Borrowerconsent of the Borrower (which consent shall not be unreasonably withheld), appoint a any Eligible Assignee as the successor Agent. If no successor Agent shall have been is so appointed by the Required Lenders and shall have accepted accepts such appointment within 30 days after the retiring resigning Agent's giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and after consultation with the Borrowerconsent of the Borrower (which consent shall not be unreasonably withheld), appoint a any Eligible Assignee as the successor Agent. Upon Effective on the acceptance by any Person of its appointment as a successor Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring resigning Agent and the retiring resigning Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor AgentDocuments. After any retiring resigning Agent's resignation as Agent, the provisions of this Article 8 IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything contained in The Lenders, the Agent, and the Borrower agree that (i) if the Agent is removed or replaced as Agent, by resignation or otherwise, under this Section 8.08 to Agreement, then the contraryentity being removed or replaced as Agent will simultaneously resign as Term Agent and Collateral Agent, unless the and (ii) no successor Agent is a financial institution having a combined capital will be appointed or accepted under this Agreement unless such party shall simultaneously be appointed or accepted as Term Agent and surplus equal Collateral Agent and shall agree to such simultaneous appointment or in excess of $500,000,000, the appointment of such successor acceptance as Term Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayedand Collateral Agent.

Resignation of the Agent. The Agent may may, and at any time give the request of the Required Banks shall, resign as the Agent upon thirty (30) days notice of its resignation to the Lenders and the Borrower, provided, however, that Banks. If the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender resigns under the Loans and the Loan Documents. Upon receipt of any such notice of resignationthis Agreement, the Required Lenders may, after consultation with Banks shall appoint from among the Borrower, appoint Banks a successor Agentadministrative agent for the Banks which successor administrative agent shall be consented to by the Parent at all times other than during the existence of an Event of Default (which approval of the Parent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so administrative agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the Agent, the Agent may appoint, after consultation consulting with the BorrowerBanks and the Parent, appoint a successor Agentadministrative agent from among the Banks. Upon the acceptance by any Person of its appointment as a successor Agentadministrative agent hereunder, (a) such Person successor administrative agent shall thereupon succeed to and become vested with all the rights, powers, and duties and obligations of the retiring Agent and the term "Agent" shall mean such successor administrative agent and the retiring Agent's appointment, powers, and duties as the Agent shall be discharged from its duties and obligations as Agent under the Loan Documents and (b) the retiring Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agentterminated. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 8 11, Section 12.1, and Section 12.2 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting the Agent under this Agreement. If no successor administrative agent has accepted appointment as the Agent by the date which is thirty (30) days following a retiring Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess 's notice of $500,000,000resignation, the appointment of such successor Agent retiring Agent's resignation shall require nevertheless thereupon become effective and the prior written consent Banks shall perform all of the Borrower (unless an Event of Default exists, in which case the consent duties of the Borrower shall not be required)Agent hereunder until such time, such consent not to be unreasonably withheld or delayedif any, as the Required Banks appoint a successor agent as provided for above.

Resignation of the Agent. The Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders and the Borrower, provided, however, that the Agent shall be required to resign and provide notice thereof to the Lenders and the Borrower in the event the Agent, in its capacity as a Lender, has assigned all of its rights and obligations as a Lender under the Loans and the Loan Documents. Upon receipt of any such notice of resignation, the Required Lenders mayshall have the right to appoint a successor, after consultation which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment shall be subject to approval (not to be unreasonably withheld) by the Borrower, appoint a successor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment and shall have been approved by the Borrower (where such approval is required) within 30 days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consultation with the BorrowerLenders, appoint a successor Agent. Upon Agent (which shall also be a Lender) meeting the acceptance by any qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person of its appointment as a successor Agenthas accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) such Person shall thereupon succeed to and become vested with all the rights, powers, duties and obligations of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations as Agent 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 (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 Section. Upon the acceptance and approval (if applicable) of a successor’s appointment as Agent hereunder, and upon the execution and filing or recording of such financing statements or amendments thereto, and such other instruments or notices, as may be necessary, or as the Required Lenders may request, in order to continue the perfection of the 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 promptly transfer be discharged from all Collateral within of its possession duties and obligations hereunder or control under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.07). The fees payable by the Borrower to the possession or control of the a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agentsuccessor. After any the retiring Agent's ’s resignation as Agenthereunder and under the other Loan Documents, the provisions of this Article 8 Section 9.07 and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the Agent. Notwithstanding anything contained in this Section 8.08 to the contrary, unless the successor Agent is a financial institution having a combined capital and surplus equal to or in excess of $500,000,000, the appointment of such successor Agent shall require the prior written consent of the Borrower (unless an Event of Default exists, in which case the consent of the Borrower shall not be required), such consent not to be unreasonably withheld or delayed.