Common use of Successor Administrative Agent and Swing Line Lender Clause in Contracts

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment), to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documents. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Requisite LendersRepresentative. Upon any such notice of resignation or any such removalresignation, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Representative, to appoint a Lender as a successor Administrative Agent. If not objected to no successor shall have been so appointed by the Borrower Requisite Lenders and shall have accepted such appointment within such five thirty (530) Business Day perioddays after the resigning Administrative Agent gives notice of its resignation, upon then the resigning Administrative Agent may, on behalf of Agents, Lenders and Issuing Banks, appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Credit Suisse or its successor as Swing Line LenderLender and Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender and Issuing Bank for all purposes hereunder. In such event, event (a) the Borrower Representative shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Representative for cancellation, and (c) the Borrower Representative shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The A. Administrative Agent may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Lenders and Borrower; provided that if the BorrowerAdministrative Agent determines that for it to continue as Administrative Agent would result in a conflict of interest affecting the Administrative Agent, or would create an unacceptable risk of significant liability of the Administrative Agent to a third party, or would otherwise be inadvisable under prevailing standards of banking prudence, may resign at any time upon written notice to the Borrower and the Lenders; provided further, that such resignation shall not be effective until a successor Administrative Agent has been appointed. Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Borrower, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documents. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertionsAgreement.

Successor Administrative Agent and Swing Line Lender. The (a) Administrative Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the BorrowerCompany. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder, subject to the reasonable satisfaction of the Company and the Required Lenders, and Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by Required Lenders or (ii) the Requisite Lendersthirtieth day after such notice of resignation. Upon any such notice of resignation or any such removalresignation, if a successor Administrative Agent has not already been appointed by the Requisite Lendersretiring Administrative Agent, with the reasonable consent of the Borrower, Required Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected neither Required Lenders nor Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to by have succeeded to and become vested with all the Borrower within such five (5) Business Day periodrights, upon powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Loan Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documents. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to ; provided that so long as no Event of Default then exists, such successor Administrative Agent shall have been approved in writing by the Borrower within such five (5) Business Day period, upon Company. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank GSCP or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank GSCP or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Wells Fargo or its successor as Swing Line Lender, and any successor Administrative Admxxxxxrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The A. SUCCESSOR ADMINISTRATIVE AGENT. Administrative Agent may resign at any time by giving thirty (30) 30 days’ " prior written notice thereof to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removalresignation, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written " notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Borrower, to appoint a Lender as a successor Administrative Agent. If not objected to no successor Administrative Agent shall have been so appointed by Requisite Lenders, and shall have accepted such appointment, within 30 days after the Borrower within such five (5) Business Day periodretiring Administrative Agent"s giving notice of resignation, upon then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Administrative Agent’s Agent"s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documents. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertionsAgreement.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative AgentAgent (who shall be reasonably satisfactory to Company if no Event of Default has occurred and is continuing). If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, 108 and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Fleet or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company, such resignation to be effective upon the Borrowerappointment of a successor Administrative Agent or, and if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the written notice received by Administrative Agent and signed from the Requisite Lenders, such removal to be effective on the date specified by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower Lenders shall have the right to object appoint, on behalf of Company and the Lenders, a successor Administrative Agent; provided, that unless a Default or an Event of Default has occurred and is continuing, such successor Administrative Agent shall be reasonably acceptable to Company. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders within thirty days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of Company and the Lenders, a successor Administrative Agent; provided, that unless a Default or an Event of Default has occurred and is continuing, such appointment)successor Administrative Agent shall be reasonably acceptable to Company. Notwithstanding the previous sentence, to Administrative Agent may at any time without the consent of Company or any Lender, appoint any of its Affiliates which is a Lender commercial bank as a successor Administrative AgentAgent hereunder. If not objected to by Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Borrower within such five (5) Business Day period, upon Lenders may perform all the acceptance duties of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that and Company shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall thereupon succeed be deemed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to be appointed hereunder until such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documents. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.101 108

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Borrower, to appoint a Lender as a successor Administrative AgentAgent (provided that such successor is or simultaneously therewith becomes a Lender). If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder and under the other Credit Documentsthis Agreement. Any resignation or removal of Scotiabank Scotia Capital or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Scotia Capital or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor 108 Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank GECC or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected , which successor Administrative Agent shall (unless an Event of Default under Section 8.1(a), (g), or (h) with respect to Company shall have occurred and be continuing) be subject to approval by the Borrower within such five Company (5) Business Day period, upon which approval shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any 119 resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank CIBC or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment), to appoint a Lender as a successor Administrative AgentAgent which appointment shall be subject to the prior written approval of the Company (which shall not be unreasonably withheld)). If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank LCP or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the a successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment) subject, so long as no Specified Event of Default has occurred and is continuing, to Borrower consent (such consent not to be unreasonably withheld or delayed), to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documents. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The (a) Administrative Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by Borrower and Requisite Lenders or (iii) such other date, if any, agreed to by Requisite Lenders. Upon any such notice of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Borrower, to appoint a Lender as a successor Administrative Agent. If not objected neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent on behalf of Lenders or Issuing Bank under any of the Credit Documents shall continue to be held by the Borrower within retiring Administrative Agent as nominee until such five (5) Business Day period, upon time as a successor Administrative Agent is appointed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of DBNY or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of DBNY or its successor as Administrative Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender Administrative Agent for all purposes hereunder. In such event, (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Wells Fargo or its successor as Swing Line Lender, and any successor succexxxx Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower Lenders shall have the right to object to with the consent of Company (which consent shall only be required at any time an Event of Default is not in existence, and such appointment), consent shall not be unreasonably witheld or delayed) to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Administrative Agent or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower Lenders shall have the right to object to with the consent of Company (which consent shall only be required at any time an Event of Default is not in existence, and such appointment), consent shall not be unreasonably witheld or delayed) to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, 103 whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Administrative Agent or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Wells Fargo or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected , which successor Administrative Agent shall (unless an Event of Default under Section 8.1(a), (g), or (h) with respect to Company shall have occurred and be continuing) be subject to approval by the Borrower within such five Company (5) Business Day period, upon which approval shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank CIBC or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken 108 by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Xxxxx Fargo or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving as Administrative Agent under the Loan Documents upon thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, and Lenders. If the Administrative Agent may shall resign, then the Lenders (other than the Lender resigning as Administrative Agent) shall (with, so long as there shall not exist and be removed at any time with continuing an Event of Default, the consent of the Borrowers, such consent not to be unreasonably withheld or without cause by an instrument or concurrent instruments in writing delivered delayed) appoint a successor agent or, if the Lenders are unable to agree on the Borrower and appointment of a successor agent, the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment), to appoint a Lender as a successor Administrative Agent. If not objected to by agent for the Borrower within Lenders whereupon such five (5) Business Day period, upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring or removed Administrative Agent Agent, and the retiring or removed term “Administrative Agent Agent” shall promptly transfer to mean such successor agent effective upon its appointment, and the former Administrative Agent all records Agent’s rights, powers and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring or removed as Administrative Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any of the Loan Documents or successors thereto. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Loan Documents. Any resignation or removal of Scotiabank DBTCA or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank DBTCA or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Borrowers shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Borrowers for cancellation, and (c) the Borrower Borrowers shall issue, if so requested by the successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The (a) Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Syndication Agent, Collateral Monitoring Agent, the Joint Collateral Agent, Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company, the Borrower Joint Collateral Agent, and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral, if any, held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) if requested by the Collateral Monitoring Agent, execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, if any, which were held by the retiring or removed Administrative Agent, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank UBS or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The (a) Administrative Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by Borrower and Requisite Lenders or (iii) such other date, if any, agreed to by Requisite Lenders. Upon any such notice of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Borrower, to appoint a Lender as a successor Administrative Agent. If not objected neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent on behalf of Lenders or Issuing Bank under any of the Credit Documents shall continue to be held by the Borrower within retiring Administrative Agent as nominee until such five (5) Business Day period, upon time as a successor Administrative Agent is appointed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of DBNY or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of DBNY or its successor in its capacity as any other Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender Administrative Agent for all purposes hereunder. In such event, (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.128

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank GECC or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

Successor Administrative Agent and Swing Line Lender. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, the Requisite Lenders, with the reasonable consent of the Borrower, Lenders shall have the right, upon five (5) Business Days’ written ' notice to the Borrower (during which five (5) Business Day period, the Borrower shall have the right to object to such appointment)Company, to appoint a Lender as a successor Administrative Agent. If not objected to by the Borrower within such five (5) Business Day period, upon Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder and under the other Credit Documentshereunder. Any resignation or removal of Scotiabank or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Scotiabank Xxxxx Fargo or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, event (a) the Borrower Company shall prepay any outstanding Swing Line Loans made by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower Company for cancellation, and (c) the Borrower Company shall issue, if so requested by successor Successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.