Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign hereunder at any time by giving written notice thereof to the Banks Lenders and the BorrowerObligors. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a the successor Administrative Agent thathereunder with the consent of Borrower, unless a which consent shall not be unreasonably withheld or delayed; provided that Borrower’s consent shall not be required if an Event of Default shall have occurred and then be continuing, is acceptable to the Borrowercontinuing at such time hereunder. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banks, Lenders with the consent of Borrower (such consent not to be unreasonably withheld or delayed) appoint a the successor Administrative AgentAgent hereunder which shall be a Lender, which if any Lender shall be willing to serve, and otherwise shall be a commercial bank organized under the laws of the United States of America or of any State thereof having a combined capital and having total assets surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent only under this Agreementthe Credit Facility Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Credit Facility Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks each Class Investor and the BorrowerTransferor and may be removed at any time with cause by agreement of Bank Investors which hold Commitments aggregating in excess of 50% of the Aggregate Facility Limit as of such date. Upon any such resignationresignation or removal, (i) if no Termination Event shall have occurred, the Transferor, with the consent of the Majority Banks Investors, shall have the right to appoint a successor Administrative Agent that, unless and (ii) if a Default Termination Event shall have occurred occurred, the Class Investors which hold Commitments aggregating in excess of 50% of the Aggregate Facility Limit as of such date shall appoint a successor Administrative Agent. The Transferor and then be continuingeach of the Class Investors, is acceptable to as applicable, each agrees that it shall not unreasonably withhold or delay its approval of the Borrowerappointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Banksappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority BanksInvestors’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksClass Investors, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States of America or of any State state thereof and having total assets have a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying 50,000,000 or (ii) an Affiliate of such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionbank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and Kraft Foods Group and may be removed at any time with or without cause by the BorrowerRequired Lenders. Upon any such resignationthe resignation or removal of the Administrative Agent, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent that, unless a (with the consent of Kraft Foods Group so long as no Event of Default shall have occurred and then be continuing, is acceptable to the Borrower). If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority BanksRequired Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent maymay (with the consent of Kraft Foods Group so long as no Event of Default shall have occurred and be continuing), on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be (a) a Lender and (b) a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement; provided that should the Administrative Agent for any reason not appoint a successor Administrative Agent, which it is under no obligation to do, then the rights, powers, discretion, privileges and duties referred to in this Section 7.06 shall be vested in the Required Lenders until a successor Administrative Agent has been appointed. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to the Banks each Lender and the BorrowerBorrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatAgent, unless a Default shall have occurred and then be continuing, is acceptable subject to the Borrowerapproval of the Borrower (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Banksappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (x) a commercial bank organized under the laws of the United States of America or of any State state thereof and having total assets have a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying 50,000,000 or (y) an Affiliate of such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionbank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with cause by the Required Lenders upon receipt of written notice from the Required Lenders to such effect. Upon receipt of notice of any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent that, unless a Default which successor Administrative Agent shall have occurred and then be continuing, is acceptable to the Borrower, unless an Event of Default then exists, in which event the Borrower shall have no such approval right. If no successor Administrative Agent shall have been so appointed by the Majority Banksappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority BanksRequired Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksBanks and the Borrower, appoint a successor Administrative AgentAgent acceptable to the Borrower, which shall be a commercial bank organized under meeting the laws financial requirements of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Credit Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this AgreementAgreement and the other Credit Documents.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent, the Administrative Agent and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving written notice thereof to notifying the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent that, unless a Default subject to approval by the Borrower (which shall have occurred and then not be continuing, is acceptable to the Borrowerunreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders, and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s giving of Agent or Issuing Bank, as the case may be, gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent mayor Issuing Bank, as the case may be, on behalf of the BanksLenders, shall appoint a successor Administrative AgentAgent or Issuing Bank, as applicable, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying 500,000,000 or an Affiliate of any such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionbank. Upon the acceptance of any appointment as an Administrative Agent or Issuing Bank, as the case may be, hereunder by a successor Administrative Agentbank, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent or Issuing Bank and the retiring Administrative Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring the resignation of an Administrative Agent’s resignation Agent or removal hereunder the Issuing Bank, as Administrative Agentthe case may be, hereunder, the provisions of this Article IX and Section 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent under this Agreementor Issuing Bank.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent Agent; provided that, unless a so long as no Default shall have occurred and then be continuing, is acceptable the Company shall have the right to propose a successor Administrative Agent to the BorrowerLenders and shall have the right to consent to any such successor Administrative Agent, such consent not to be unreasonably withheld and to be deemed to have been given if the Company does not object to the proposed successor Administrative Agent within five Business Days after notice thereof. If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders (and, if so required under the immediately preceding sentence, consented to by the Company), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Banks Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right right, to appoint a successor, which successor Administrative Agent that, agent shall (unless a an Event of Default under Section 7.01(b) shall have occurred and then be continuing, is acceptable ) be subject to approval by the BorrowerBorrower (which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders and the Issuing Lender, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America with an office in New York, New York, or an Affiliate of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionbank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX and Section 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this Agreementacting as Agent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the Borrowersuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America with an office in New York, New York, or an Affiliate of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionbank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time for cause by the Majority Banks. Upon any such resignationresignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent thatAgent, unless which appointment shall, prior to a Default shall have occurred and then Default, be continuing, is acceptable subject to the consent of the Borrower, acting reasonably. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gave notice of resignation or the Majority Banks’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, Agent which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment250,000,000. Such appointment shall, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall prior to a Default, be discharged from its duties and obligations hereunder and under each other Credit Document and with respect subject to the transactions contemplated hereby and (2) all paymentsconsent of the Borrower, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionacting reasonably. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Banks Borrower and the BorrowerLenders. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States Canada which has combined capital and reserves in excess of America or of any State thereof Cdn.$250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective an office in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionToronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Banks Lenders and the BorrowerCompany. Upon any such notice of resignation, the Majority Banks Requisite Lenders shall have the right right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Requisite Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring resigning Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring resigning Administrative Agent may, on behalf of the BanksAgents and Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring 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 Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementhereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrowers, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto. Upon any such resignation, the Majority Banks retiring Administrative Agent shall have the right to promptly appoint a successor Administrative Agent thatagent from among the U.S. Dollar Lenders which successor shall be experienced and sophisticated in entertainment industry lending, unless provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrowers; provided, however, that such approval by the Borrowers shall not be required at any time when a Default shall have occurred and then be or Event of Default is continuing, is acceptable to the Borrower. If no successor Administrative Agent agent shall have been so appointed by the Majority Banks, retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s agent's giving of notice of resignation or resignation, the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, Borrowers may appoint a successor Administrative Agentagent (which successor may be replaced by the Required Lenders; provided that such successor is experienced and sophisticated in entertainment industry lending and reasonably acceptable to the Borrowers), which shall be either a Lender or a commercial bank organized organized, licensed, carrying on business under the laws of the United States of America or of any State thereof and having total assets shall have a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower US$500,000,000 and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties experienced and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above sophisticated in this Sectionentertainment industry lending. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentagent, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

Successor Administrative Agent. The Administrative Agent may resign -------------------------------- at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the BanksBorrower and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof having capital and having total assets retained earnings of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in ---------- respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement.the other Loan Documents. 11.12

Successor Administrative Agent. The Administrative Agent may resign If at any time by giving the Administrative Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice thereof of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective upon the Banks earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the Borrower30th day after the date of such notice. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets a combined capital, surplus, and undivided profits of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties terminated. The Borrower and obligations under this Agreementthe Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 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 under this Agreementthe Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Lenders entitled thereto during such time.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to each Lender, the Banks Collateral Agent and the BorrowerBorrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatAgent, unless a Default shall have occurred and then be continuing, is acceptable subject to the Borrowerapproval of the Borrower (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Banksappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (x) a commercial bank organized under the laws of the United States of America or of any State state thereof and having total assets have a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying 50,000,000 or (y) an Affiliate of such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring a bank. Any successor Administrative Agent shall be discharged from its duties a “U.S. person” and obligations hereunder and under each other Credit Document and with respect to a “financial institution” within the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionmeaning of Treasury Regulations Section 1.1441-1. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time for cause by the Required Lenders. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless prior to a Default shall have occurred and then Default, be continuing, is acceptable subject to the consent of the Borrower, acting reasonably. If (a) no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gave notice of resignation or the Majority Banks’ removal of Required Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, Agent which shall be any Lender or a commercial bank organized under the laws of the United States or any political subdivision thereof which has combined capital and reserves in excess of America or of any State thereof $250,000,000.00 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent which shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect reasonably acceptable to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionBorrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. In the event that the Administrative Agent under this Agreementor any of its respective affiliates ceases to be a Lender hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon any such resignationresignation or removal, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Event of Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentremoval, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Any resignation by or removal of an Administrative Agent shall also constitute the resignation or removal as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and the Swingline Lender hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Banks outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Banks shall, resign as Administrative Agent upon 30 days' notice to the Banks. If the Administrative Agent resigns under this Agreement, the Required Banks shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor agent for the Banks. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may resign at any time by giving written notice thereof to appoint, after consulting with the Banks and the Borrower. Upon any such resignationCompany, the Majority Banks shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of agent from among the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentagent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor agent, and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Banks appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Administrative Agent at the request of the Required Banks unless Bank of America shall also simultaneously be replaced as an "Issuing Bank" and the "Swing Line Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Banks Borrower and the BorrowerLenders. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders and with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States Canada which has combined capital and reserves in excess of America or of any State thereof Cdn.$250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective an office in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionToronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time as Administrative Agent under the Credit Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Event of Default shall have occurred and then exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender or Eligible Assignee has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank Lender and the applicable Issuing Lenders directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section. Upon ; provided, further that such Lenders and the acceptance Issuing Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of any appointment as the Administrative Agent hereunder by a successor as if each such Lender or Issuing Lender were itself the Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving thirty (30) days’ prior written notice thereof to the Banks Lenders and the BorrowerBorrower Agent. Upon any such resignation, the Majority Banks Required Lenders shall, with (so long as no Event of Default exists) the consent of the Borrower Agent (which shall not be unreasonably withheld or delayed), have the right to appoint a successor Administrative Agent that, unless hereunder that is organized under the laws of the United States of America or a Default shall have occurred and then be continuing, is acceptable to the Borrowerpolitical subdivision thereof. If no such successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Banks’ removal of Required Lenders) (the retiring Administrative Agent“Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the BanksLenders, with (so long as no Event of Default exists) the consent of the Borrower Agent (which shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements 250,000,000. Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (1) on the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionResignation Effective Date. Upon the acceptance of any appointment as Administrative Agent hereunder under the Loan Documents by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent under the Loan Documents, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Banks Borrower and the BorrowerLenders. Upon any such notice of resignation, the Majority Banks Required Lenders shall, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), have the right to appoint a successor to the Administrative Agent that, unless (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and then be continuing, is acceptable to the Borrower). If no successor to the Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch thirty-day period, then the retiring Administrative Agent may, on behalf of the BanksLenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws financial institution having a rating of not less than “A” or its equivalent by Standard & Poor’s Ratings Services or any of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionLenders. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Credit Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under this Agreementthe other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Potential Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent Lender shall be discharged from its duties willing to serve, and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to otherwise shall be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 14. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and Borrowers and the BorrowerAdministrative Agent may be removed at any time if the Administrative Agent fails to perform its obligations hereunder by the vote of all of the Lenders other than Paribas. Upon any such resignationresignation or removal, the Majority Banks shall Lenders will have the right to appoint a successor Administrative Agent thatwith the consent of the Borrowers, unless a any Default or Event of Default shall have occurred and then be continuing, is acceptable to in which case the Borrowerconsent of the Borrowers shall not be required. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets combined capital and surplus of at least One Hundred Million Dollars ($1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section100,000,000.00). Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities, and duties of the retiring resigning or removed Administrative Agent, and the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent’s 's resignation FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 71 78 or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders by giving written notice thereof to the Administrative Agent and the Borrower. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority BanksRequired Xxxxxxx’ removal of the retiring Administrative Agent, then the retiring existing Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank financial institution organized under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that 500,000,000 and, if the Person then serving as Administrative Agent is a Defaulting Lender, unless and until a successor Administrative Agent shall notify the Borrower have been so appointed and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become nevertheless be effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank and, until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionis appointed by the Required Xxxxxxx, the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Majority Banks shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to assume the Borrowerposition as Administrative Agent of the retiring Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be either a Bank hereunder or a commercial bank organized or licensed under the laws of the United States of America or of any State state thereof and having total assets a combined capital and surplus of at least $1,000,000,000500,000,000. The Borrower shall have the right to approve any successor Administrative Agent, which approval shall not be unreasonably withheld (in all such cases the Borrower shall be entitled to take into account its past and then existing commercial banking relationships, among other things); provided that that, if the Administrative Agent an Event of Default shall notify have occurred, such right of the Borrower and to approve the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring successor Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to suspended during the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until continuance of such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionEvent of Default. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Banks Borrower and the BorrowerCredit Parties. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksCredit Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States Canada which has combined capital and reserves in excess of America or of any State thereof $250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective an office in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionToronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Credit Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Credit Party). After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving ten days’ prior written notice thereof to the Banks Lenders and the BorrowerBorrower and shall resign upon the written request of the Required Lenders, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto, provided, however, that any resignation by JPMorgan Chase Bank, N.A. from its position as Administrative Agent shall become effective no later than thirty (30) days from the delivery of such a resignation. Upon any such resignation, the Majority Banks retiring Administrative Agent shall have consult with the right to Borrower and shall promptly appoint a successor agent from among the Lenders; provided, that in the case of a resignation at the Administrative Agent thatAgent’s option, unless a Default shall have occurred and then be continuingsuch replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and, in any case, is reasonably acceptable to the Borrower; provided, however, that (a) such approval by the Borrower shall not be required at any time when a Default or Event of Default is continuing and (b) in no case shall any “hedge fund”, as such term is currently understood, become a Successor Administrative Agent. If no successor Administrative Agent agent shall have been so appointed by the Majority Banks, retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Administrative Agentagent’s giving of notice of resignation or resignation, the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, Required Lenders may appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionagent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentagent, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless provided no Default or Potential Default exists, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a Default shall have occurred and then be continuing, is acceptable to the Borrowersuccessor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent Lender shall be discharged from its duties willing to serve, and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to otherwise shall be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving at least thirty (30) days’ prior written notice thereof to the Banks Lenders and the Borrower, unless applicable law requires a shorter notice period or that there be no notice period, in which instance such applicable law shall control. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further, that such Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this AgreementArticle and Section 13.9, as well as any other applicable exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Event of Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent Lender shall be discharged from its duties willing to serve, and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to otherwise shall be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Facility Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Facility Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written thirty (30) days’ notice thereof to the Banks Managing Agents, the Issuer, the Servicer and the BorrowerIndenture Trustee and such resignation shall become effective upon the appointment and acceptance of a successor Administrative Agent as described below. Upon any such resignation, the Majority Banks Managing Agents shall have the right to appoint a successor Administrative Agent thatapproved by the Issuer and the Servicer (which approval will not be unreasonably withheld, unless a Default shall have occurred and then be continuing, is acceptable to the Borrowerdelayed or conditioned). If no successor Administrative Agent shall have been so appointed by the Majority Banks, Managing Agents and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the BanksManaging Agents, appoint a successor Administrative AgentAgent approved by the Issuer and the Servicer (which approval will not be unreasonably withheld, delayed or conditioned), which successor Administrative Agent shall be (a) either (i) a commercial bank organized under the laws of the United States of America or of any State thereof having a combined capital and having total assets surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying 250,000,000 or (ii) an Affiliate of such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice bank and (1b) experienced in the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the types of transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionAgreement. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementhereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Required Banks shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent mayAgent, on behalf of the Banks, shall appoint a successor Administrative Agent, Agent which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section250,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this AgreementSection 7.07 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Banks Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right right, in consultation with and, if such appointment is prior to the occurrence and continuation of an Event of Default, with the prior approval of, the Borrower, such approval not to be unreasonably withheld or delayed, to appoint a successor Administrative Agent thatsuccessor, unless which shall be a Default shall have occurred and then be continuingbank with an office in the United States, is acceptable to or an Affiliate of any such bank with an office in the BorrowerUnited States. If no such successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, at the direction and with the consent of the Borrower, on behalf of the BanksLenders and the L/C Issuer, appoint a successor Administrative Agent, which shall be a commercial bank organized under Agent meeting the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no qualifying Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to the transactions contemplated hereby hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank Lender and the L/C Issuer directly, until such time as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this AgreementSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX Section and Section 15.9 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent was acting as Administrative Agent. Any resignation by KeyBank as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Any Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerParent and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Majority Required Banks shall have the right to appoint a successor Administrative Agent thatAgent, unless a subject (so long as no Event of Default shall have occurred and then be continuing, is acceptable exists) to the Borrowerconsent of the Parent (which consent shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Required Banks’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If Bank of America, Nova Scotia, Bank One or Deutsche Bank ceases to be a Bank hereunder, it shall be deemed to have resigned as Co-Syndication Agent and no replacement shall be appointed.

Successor Administrative Agent. The Administrative Agent may resign may, at any time by giving time, resign upon 30 days written notice thereof to the Banks and the BorrowerLenders. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint shall select a successor Administrative Agent, which Agent provided such successor is an Eligible Assignee (or if no Eligible Assignee shall be a commercial bank organized under have been so appointed by the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the retiring Administrative Agent and shall notify the Borrower and the Banks that no Person satisfying such requirements has have accepted such appointment, then such the retiring Administrative Agent's resignation shall nonetheless become effective in accordance with such notice and (1) the Required Lenders shall perform all obligations of the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time time, if any, as the Majority Banks appoint a successor Administrative Agent shall have been so appointed and shall have accepted such appointment as provided for above in this Sectionabove). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

Successor Administrative Agent. The Administrative Agent may resign If at any time by giving written notice thereof the Administrative Agent deems it advisable, in its discretion, it may submit to the Banks a written notice of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective upon the earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the Borrower30th day after the date of such notice. Upon any such resignation, the Majority Banks shall have the right to appoint from among the Banks a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Banks and shall have accepted such appointment, appointment in writing within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the BanksBank, appoint a successor Administrative Agent, which successor Administrative Agent shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having total assets a combined capital, surplus, and undivided profits of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties terminated. The Parent, PLIC, PXP and obligations under this Agreementthe Banks shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was Administrative Agent under this Agreementthe Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Parent, PLIC and PXP agree to make each payment due under the Loan Documents directly to the Banks entitled thereto during such time.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Event of Default exists, be continuing, is acceptable subject to the BorrowerBorrowers’ approval, which approval shall not be unreasonably withheld or delayed (except that the Borrowers shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent Lender shall be discharged from its duties willing to serve, and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to otherwise shall be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrowers and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Banks Lenders and the Borrower. Upon any such notice of resignation, the Majority Banks Requisite Lenders shall have the right right, upon five Business Days’ notice to appoint a successor Administrative Agent thatBorrower, unless a Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which successor Administrative Agent shall (unless a Default or Event of Default shall have occurred and be continuing) be subject to Borrower’s approval, 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 Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Security 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 Loan 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 Security Documents, whereupon such retiring Administrative Agent shall be a commercial bank organized discharged from its duties and obligations hereunder and under the laws other Loan Documents. After any retiring 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. Any resignation or removal of Administrative Agent pursuant to this Section shall also constitute the United States resignation or removal of America CS or its successor as Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of any State thereof and having total assets of at least $1,000,000,000; provided that such appointment, become the successor Issuing Bank for all purposes hereunder. Notwithstanding the foregoing, if after 30 days from the date the Administrative Agent provides notice of its resignation as provided above (i) Borrower withholds its consent to the appointment of any successor Administrative Agent or (ii) the Administrative Agent or the Requisite Lenders shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements successor has accepted been located that is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent may, in its sole discretion, elect to continue to hold such Collateral until such time as a successor Administrative Agent is appointed and with respect such Collateral is assigned to such successor Administrative Agent or until further notice by the transactions contemplated hereby and retiring Administrative Agent), (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Requisite Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon (provided that, notwithstanding the acceptance of any appointment as foregoing, the retiring Administrative Agent hereunder by may, in its sole discretion, elect to receive and distribute payments as paying agent for the Lenders, distribute communications and/or make determinations (in such capacity, the “Paying Agent”) until such time as a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of is so appointed or until further notice by the retiring Administrative Agent, ) and (3) after the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX Section 8 and Section 9.2 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under was acting in such capacity (including, for the avoidance of doubt, after the resignation of such retiring Administrative Agent as provided in this AgreementSection 8.7) or as Paying Agent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Banks Borrower and the BorrowerLenders. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States Canada which has combined capital and reserves in excess of America or of any State thereof CDN$250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective an office in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionToronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with cause by the Required Lenders upon receipt of written notice from the Required Lenders to such effect. Upon receipt of notice of any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerInitial Lenders and to the Borrower (such consent not to be unreasonably withheld or delayed), unless an Event of Default then exists or an event under Sections 8.01(a) or (f), in which case the Borrower shall have no such approval right. If no successor Administrative Agent shall have been so appointed by the Majority Banksappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority BanksRequired Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders and the Borrower, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect acceptable to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionBorrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Credit Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this AgreementAgreement and the other Credit Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Event of Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent Lender shall be discharged from its duties willing to serve, and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to otherwise shall be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Subject to the appointment ------------------------------ and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrowers and may be removed at any time for cause by the Majority Banks. Upon any such resignationresignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless prior to a Default shall have occurred and then Default, be continuing, is acceptable subject to the Borrowerconsent of the Borrowers, acting reasonably. If (a) no successor Administrative Agent shall have been so appointed by the Majority BanksBanks or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gave notice of resignation or the Majority Banks’ removal of Banks removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, Agent which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of any State thereof $250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent which shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect reasonably acceptable to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionBorrowers. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. In the event that the Administrative Agent under this Agreementor any of its respective Affiliates ceases to be a Bank hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Potential Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrowers shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent Lender shall be discharged from its duties willing to serve, and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to otherwise shall be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Banks Lenders and Borrowers, subject to appointment of a successor Administrative Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the BorrowerAdministrative Agent may be removed for cause by all of the Lenders (other than the Administrative Agent, if the Administrative Agent is then a Lender), if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Administrative Agent and Borrowers. Upon any such resignationresignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent mayshall, on behalf of the BanksLenders, appoint a successor Administrative Agentimmediately appoint, which shall be as its successor, another Lender; provided that such Lender is a commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having total assets has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($1,000,000,000; 500,000,000.00) (a “Qualifying Person”). In such event, the Administrative Agent’s resignation or removal shall not be effective until the successor Administrative Agent shall have accepted its appointment, provided that if the Administrative Agent shall notify the Borrower and the Banks Borrowers that no Qualifying Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice notice, and (1) the retiring Administrative Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to this Agreement. Upon the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made acceptance by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the retiring former Administrative Agent, and without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Administrative Agent and payment of all amounts then due and payable by the Administrative Agent to the Lenders pursuant to this Agreement, such Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After If for any retiring reason, at any time, there is no Administrative Agent hereunder, then during such period, the Required Lenders shall have the right to exercise the Administrative Agent’s resignation rights and perform its duties hereunder, except that (a) all notices or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken other communications required or omitted permitted to be taken by it while it was given to the Administrative Agent under this Agreementshall be given to each Lender, and (b) all payments to be made to the Administrative Agent shall be made directly to the Borrowers or the Lender for whose account such payment is made.

Successor Administrative Agent. The Administrative Agent may resign as such at any time by giving written upon at least ten (10) days’ prior notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right right, subject to appoint a successor Administrative Agent that, the reasonable approval of the Borrower (unless a Default or Event of Default shall have occurred and then be continuing), is acceptable to appoint a successor administrative agent from among the BorrowerLenders. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 ten (10) days after the retiring Administrative Agent’s giving of administrative agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent administrative agent may, on behalf of the BanksLenders, appoint a successor Administrative Agentadministrative agent, subject to the reasonable approval of the Borrower (unless a Default or Event of Default shall have occurred and be continuing), which successor shall be a commercial bank banking institution organized under the laws Laws of the United States of America (or of any State thereof thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and having total assets surplus of at least $1,000,000,000500,000,000; provided that if such retiring administrative agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the Administrative Agent qualifications set forth above, the retiring administrative agent’s resignation shall notify the Borrower nevertheless thereupon become effective and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and retiring (1or retired) the retiring Administrative Agent administrative agent shall be discharged from its duties and obligations hereunder under the Loan Documents, and under each other Credit Document the Lenders shall assume and with respect to perform all of the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through duties of the Administrative Agent shall instead be made by or to each Bank , under the Loan Documents until such time time, if any, as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionadministrative agent. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agentadministrative agent, and the retiring Administrative Agent (or retired) administrative agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents; provided that the retiring administrative agent shall promptly (i) transfer to such successor all sums, securities and other items of Collateral held under the Security 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 Loan 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 Security Documents. The fees payable by the Borrower to a successor administrative agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any retiring Administrative Agentan administrative agent’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX IX, Section 11.04 and Sections 11.08 to 11.15 shall inure to continue in effect for the benefit of such retiring administrative agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this Agreementacting as administrative agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving ten days’ prior written notice thereof to the Banks Lenders and the Borrower, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto. Upon any such resignation, the Majority Banks retiring Administrative Agent shall have consult with the right to Borrower and promptly appoint a successor Administrative Agent thatagent from among the Lenders which successor shall be experienced and sophisticated in entertainment industry lending; provided, unless that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrower; provided, however, that such approval by the Borrower shall not be required at any time when a Default shall have occurred and then be or Event of Default is continuing, is acceptable to the Borrower. If no successor Administrative Agent agent shall have been so appointed by the Majority Banks, retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Administrative Agentagent’s giving of notice of resignation or resignation, the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, Borrower may appoint a successor Administrative Agentagent (which successor may be replaced by the Required Lenders; provided, that such successor is experienced and sophisticated in entertainment industry lending and reasonably acceptable to the Borrower), which shall be either a Lender or a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets shall have a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower 250,000,000 and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties experienced and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above sophisticated in this Sectionentertainment industry lending. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentagent, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 13 and Article 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time as Administrative Agent under the Credit Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Event of Default shall have occurred and then exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender or Eligible Assignee has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Administrative Agent shall continue to the transactions contemplated hereby hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank Lender and the applicable Issuing Lenders directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section. Upon ; provided, further that such Lenders and the acceptance Issuing Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of any appointment as the Administrative Agent hereunder by a successor as if each such Lender or Issuing Lender were itself the Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Banks and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwith the consent of the Company, unless a Default which consent shall have occurred and then not be continuing, is acceptable to the Borrowerunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority BanksRequired Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be an Eligible Assignee and a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,00050,000,000; provided that if the Administrative Agent shall notify the Borrower Company and the Banks Lenders that no qualifying Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement (if not already discharged therefrom as provided above in this Section). After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII and Section 9.04 shall inure to its benefit and to the benefit of its sub-agents and their respective Affiliates and their respective, and their Affiliates’ respective, partners, officers, directors, employees, agents, trustees and advisors as to any actions taken or omitted to be taken by it any of them (i) while it the retiring Administrative Agent was acting as Administrative Agent under this AgreementAgreement and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Event of Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent Lender shall be discharged from its duties willing to serve, and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to otherwise shall be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Facility Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Facility Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Any Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerParent and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Majority Required Banks shall have the right to appoint a successor Administrative Agent thatAgent, unless a subject (so long as no Event of Default shall have occurred and then be continuing, is acceptable exists) to the Borrowerconsent of the Parent (which consent shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Required Banks’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If Nova Scotia or Deutsche Bank ceases to be a Bank hereunder, it shall be deemed to have resigned as Documentation Agent and no replacement shall be appointed. If JPMorgan Chase or Bank of America ceases to be a Bank hereunder, it shall be deemed to have resigned as Syndication Agent and no replacement shall be appointed.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time for cause by the Majority Banks. Upon any such resignationresignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless prior to a Default shall have occurred and then Default, be continuing, is acceptable subject to the consent of the Borrower, acting reasonably. If (a) no successor Administrative Agent shall have been so appointed by the Majority BanksBanks or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gave notice of resignation or the Majority Banks’ removal of Banks removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, Agent which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of any State thereof $250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent which shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect reasonably acceptable to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionBorrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. In the event that the Administrative Agent under this Agreementor any of its respective affiliates ceases to be a Bank hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and shall resign, at the request of the Required Banks, in the event its Commitment is reduced to an amount less than the amount of the next largest Commitment. Further, the Required Banks may, for good cause, remove Administrative Agent at any time by giving at least thirty (30) Domestic Business Days' prior written notice to the Borrower and all other Banks. Upon any such resignationresignation or removal, the Majority Required Banks shall have the right to appoint a successor Administrative Agent thatAgent, unless a Default which shall be selected by the Required Banks from between NationsBank, N.A. and U.S. Bank National Association. In the event that both NationsBank, N.A., and U.S. Bank National Association shall decline to serve, or following their resignation or removal, the Required Banks shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent (other than NationsBank, N.A., and U.S. Bank National Association) shall, provided no Event of Default has occurred and is then be continuing, is be subject to Borrower's approval, which approval shall not be unreasonably withheld or delayed. Any successor Administrative Agent must be a Bank (i) the senior debt obligations of which (or such Bank's parent's senior unsecured debt obligations) are rated not less than Baa by Xxxxx'x or a comparable rating by a rating agency acceptable to the BorrowerRequired Banks and (ii) which has total assets in excess of Ten Billion Dollars ($10,000,000,000). If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent Agent, who shall notify act until the Borrower and the Required Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionAgent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under as applicable. Any resignation or removal of the Administrative Agent shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this AgreementSection 7.8.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon any such resignationresignation or removal, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Event of Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentremoval, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Any resignation by or removal of an Administrative Agent shall also constitute the resignation or removal as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and the Swingline Lender hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Banks outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. ​

Successor Administrative Agent. The Administrative Agent may resign -------------------------------- at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the BanksBorrower and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof having capital and having total assets retained earnings of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in ---------- respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), resign at any time by giving thirty (30) days written notice thereof to the Banks Borrower and the BorrowerFinance Parties. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksFinance Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank Lender organized under the laws of Canada or the United States which has combined capital and reserves in excess of America $250,000,000 and has an office in Toronto or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionNew York. Upon the acceptance of any appointment as Administrative Agent hereunder under this Agreement by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Finance Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement (in its capacity as Administrative Agent but not in its capacity as a Finance Party). After any retiring Administrative Agent’s resignation or removal hereunder under this Agreement as the Administrative Agent, the provisions of this Article IX 16 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Banks and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwith the consent of the Company, unless a Default which consent shall have occurred and then not be continuing, is acceptable to the Borrowerunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority BanksRequired Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be an Eligible Assignee and a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,00050,000,000; provided that if the Administrative Agent shall notify the Borrower Company and the Banks Lenders that no qualifying Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement (if not already discharged therefrom as provided above in this Section). After any retiring Administrative FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 114 Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII and Section 9.04 shall inure to its benefit and to the benefit of its sub-agents and their respective Affiliates and their respective, and their Affiliates’ respective, partners, officers, directors, employees, agents, trustees and advisors as to any actions taken or omitted to be taken by it any of them (i) while it the retiring Administrative Agent was acting as Administrative Agent under this AgreementAgreement and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign If at any time by giving the Administrative Agent deems it advisable, in its sole discretion, it may submit to each other Credit Party a written notice thereof of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective upon the Banks earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the Borrower30th day after the date of such notice. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banksother Credit Parties, appoint a successor Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets a combined capital, surplus, and undivided profits of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties terminated. The Borrower and obligations under this Agreementthe Credit Parties (other than the Administrative Agent) shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was Administrative Agent under the Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Credit Party entitled thereto during such time. Notwithstanding anything to the contrary contained in this AgreementSection 10.9, the appointment of any successor Administrative Agent shall be consented to by the Borrower (such consent not to be unreasonably withheld and such consent not to be required during the occurrence and continuance of any Default).

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a Any successor Administrative Agent thatappointed as provided in this Article IX shall execute, unless a Default shall have occurred acknowledge and then be continuing, is acceptable deliver to the Borrower. If no successor Issuer, the Servicer, the Control Party and its predecessor Administrative Agent an instrument accepting such appointment under this Indenture, and thereupon the resignation or removal of the predecessor Administrative Agent shall have been so appointed by the Majority Banks, become effective and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America without any further act, deed or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and conveyance (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent except as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentbelow), such successor Administrative Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor under this Indenture, with like effect as if originally named as Administrative Agent; but, on request of the retiring Issuer or the Servicer, or the successor Administrative Agent, such predecessor Administrative Agent shall, upon payment of its expenses then unpaid, execute and deliver an instrument transferring to such successor Administrative Agent all of the rights, powers and trusts of the Administrative Agent so ceasing to act, and shall duly assign, transfer and deliver to such successor Administrative Agent all property and money held by such Administrative Agent so ceasing to act hereunder. Upon request of any such successor Administrative Agent, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Administrative Agent all such rights, powers and trusts. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Indenture or any Transaction Document; and the retiring predecessor Administrative Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Administrative Agent the successor to the predecessor Administrative Agent thereunder; and the Servicer and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. No successor Administrative Agent shall accept its appointment as provided in this Section 9.09 unless at the time of such acceptance such successor Administrative Agent shall be discharged from its duties eligible under the provisions of Section 9.10. Upon acceptance of appointment by a successor Administrative Agent as provided in this Section 9.09, the Issuer shall mail notice by first-class mail of the appointment of the successor of such Agent and obligations under this Agreement. After any retiring the address of the successor Administrative Agent’s resignation corporate trust office under this Indenture to all Noteholders at their addresses as shown in the Note Register, or removal hereunder if no Note Register is required to be maintained with respect to any Noteholder pursuant to Section 2.06(a), at such other address as shall be maintained for such Noteholder by the Note Registrar. If the Issuer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Administrative Agent, the provisions of this Article IX successor Administrative Agent shall inure to its benefit as to any actions taken or omitted cause such notice to be taken by it while it was Administrative Agent under this Agreementmailed at the expense of the Issuer.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days' notice thereof to the Banks. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Banks shall appoint from among the Banks a successor agent for the Banks and the Borrower. Upon any such resignationSelling Bank, the Majority Banks shall have the right to appoint a which successor Administrative Agent thatagent shall, unless a if no Default shall have or Event of Default has occurred and then be continuing, is acceptable to continuing or if such appointment could cause the Borrower. If no successor Administrative Agent shall have been so appointed 's Facility Security Clearance to be invalidated, be approved by the Majority Banks, and shall have accepted Borrower (such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided approval not to be made byunreasonably withheld), to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term "Administrative Agent" shall mean such successor agent effective upon its appointment, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this AgreementAgreement or any holders of the Notes. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.Agreement and the other Loan Documents. If the retiring Administrative Agent is also the Issuing Bank hereunder and the successor Administrative Agent so requests in writing, the retiring Administrative Agent shall resign as the Issuing Bank, effective for all Syndicated Letters of Credit issued on or after the date the successor Administrative Agent becomes the "Administrative Agent" hereunder. In the event of a material breach by the Administrative Agent of its duties hereunder, the Administrative Agent may be removed by the Required Banks for cause and the provisions of this subsection 11.9 shall apply to the appointment of a successor Administrative Agent. 70 65

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerCompany. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the BanksBorrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Company, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof having capital and having total assets retained earnings of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents. 11.12. No Duties Imposed Upon Syndication Agents, Documentation Agents or Arrangers. No Person identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Syndication Agent”, a “Documentation Agent” or an “Arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, if such Person is a Lender, those applicable to all Lenders as such. Without limiting the foregoing, no Person identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Syndication Agent”, a “ Documentation Agent” or an “Arranger” shall have or be deemed to have any fiduciary duty to or fiduciary relationship with any Lender. In addition to the agreement set forth in Section 11.10, each of the Lenders acknowledges that it has not relied, and will not rely, on any Person so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a Any successor Administrative Agent thatappointed as provided in this Article XIV shall execute, unless a Default shall have occurred acknowledge and then be continuing, is acceptable deliver to the Borrower. If no successor , the Service Providers, each Funding Agent and to its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall have been so appointed by the Majority Banks, become effective and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America without any further act, deed or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and conveyance (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent except as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentbelow), such successor Administrative Agent shall thereupon succeed to and become fully vested with all the rights, powerspower, privileges duties and duties obligations of its predecessor under this Agreement, with like effect as if originally named as Administrative Agent; but, on request of the retiring Borrower or any Service Provider, or the successor Administrative Agent, such predecessor Administrative Agent shall, upon payment of its expenses then unpaid, execute and deliver an instrument transferring to such successor Administrative Agent all of the rights, powers and trusts of the Administrative Agent so ceasing to act, and shall duly assign, transfer and deliver to such successor Administrative Agent all property and money held by such Administrative Agent so ceasing to act hereunder. Upon request of any such successor Administrative Agent, the Borrower shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Administrative Agent all such rights, powers and trusts. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement or any Transaction Document; and the retiring predecessor Administrative Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Administrative Agent the successor to the predecessor Administrative Agent thereunder; and the applicable Service Provider and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. No successor Administrative Agent shall accept its appointment as provided in this Section 14.9 unless at the time of such acceptance such successor Administrative Agent shall be discharged from its duties eligible under the provisions of Section 14.10. Upon acceptance of appointment by a successor 155 Administrative Agent as provided in this Section 14.9, the Borrower shall mail notice by first-class mail of the appointment of the successor of such Administrative Agent and obligations under this Agreement. After any retiring the address of the successor Administrative Agent’s resignation corporate trust office under this Agreement to all Lenders at their addresses as shown in the Note Register or removal hereunder if no Note Register is required to be maintained with respect to any Lender pursuant to Section 15.5(b), such other address or such other address as shall be maintained for such Lender by the applicable Funding Agent. If the Borrower fails to mail such notice within ten (10) days after acceptance of appointment by the successor Administrative Agent, the provisions of this Article IX successor Administrative Agent shall inure to its benefit as to any actions taken or omitted cause such notice to be taken by it while it was Administrative Agent under this Agreementmailed at the expense of the Borrower.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Majority Banks shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Banks and Banks. If the Borrower. Upon any such resignationAdministrative Agent resigns under this Agreement, the Majority Banks shall have appoint from among the right to appoint Banks a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to agent for the BorrowerBanks. If no successor Administrative Agent shall have been so agent is appointed by prior to the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal effective date of the retiring resignation of the Administrative Agent, then the retiring Administrative Agent maymay appoint, on behalf of after consulting with the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under agent from among the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionBanks. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentagent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent, " shall mean such successor agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X and SECTIONs 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Banks appoint a successor agent as provided for above. Notwithstanding the foregoing, however, for so long as Bank of America is the Issuing Bank, then Bank of America may not be removed as the Administrative Agent at the request of the Majority Banks unless Bank of America shall also simultaneously be replaced as "Issuing Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Event of Default shall have occurred and then exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or each such Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Any resignation by an Administrative Agent shall also constitute the resignation as an Issuing Bank by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written upon not less than 30 days notice thereof to the Banks Lenders, each LC Issuer and the Borrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agentsuccessor, which shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof thereof, or any affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and having total assets surplus of at least $1,000,000,000500,000,000. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent 82 Credit Agreement gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each LC Issuer, appoint a successor Administrative Agent meeting the requirements set forth in the preceding sentence; provided provided, however, that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements has accepted successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or any LC Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to the transactions contemplated hereby hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank Lender and LC Issuer directly, until such time as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreementparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX and Section 11.02 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreementwas acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, upon five (5) business days’ notice to Lenders and Borrower, resign at any time (effective upon the appointment of a successor Administrative Agent pursuant to the provisions of this subsection 19(i)) by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right right, upon five (5) days’ notice, to appoint a successor Administrative Agent thatAgent, unless a provided, that if no Event of Default is then existing, such appointment shall have occurred and then require the consent of Borrower, which consent shall not be continuing, is acceptable to the Borrowerunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Requisite Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banksresignation, then, upon five (5) days’ removal of the retiring Administrative Agentnotice, then the retiring Administrative Agent may, on behalf of Lenders (and if no Event of Default is then existing, with the Banksconsent of Borrower, which consent shall not be unreasonably withheld), appoint a successor Administrative Agent, which shall be a bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, having a combined capital and having total assets surplus of at least Five Hundred Million and No/100 Dollars ($1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000.00). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 19 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as such at any time by giving written upon at least 10 days’ prior notice thereof to the Banks Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right upon approval of the Borrower (whose approval shall not be required during the continuance of an Event of Default and shall not, in any event, be unreasonably withheld or delayed), to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to from among the BorrowerLenders. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Administrative Agentsuccessor, which successor shall be a commercial bank banking institution organized under the laws of the United States of America (or of any State thereof thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and having total assets surplus of at least $1,000,000,000250 million; provided provided, that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time time, if any, as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionsuccessor. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by the Borrower to a successor shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX VIII and Section 9.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Banks Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent thatsuccessor, unless which shall be a Default shall have occurred and then be continuingbank with an office in the State of New York, is acceptable to or an Affiliate of any such commercial bank with an office in the BorrowerState of New York. If no such successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, may on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under Agent meeting the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000qualifications set forth above; provided that that, if the retiring Administrative Agent shall notify the Borrower and the Banks Lenders that no qualifying Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document Loan Documents (except that, in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and with respect such collateral security is assigned to the transactions contemplated hereby such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank Lender directly, until such time as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreementparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX Section 9 and Section 10.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreement.was acting as the Administrative Agent. 77

Successor Administrative Agent. ‌ The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Fronting Banks and the BorrowerBorrowers and may be removed at any time with or without cause by the Majority Lenders and the Fronting Banks. Upon any such resignationresignation or removal, the Majority Lenders and the Fronting Banks shall have the right right, with the prior written consent of the Borrowers (unless an Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld or delayed, to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and the Fronting Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ such removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Fronting Banks, appoint a successor Administrative Agent, which shall be a Lender or an Affiliate of a Lender and (i) a commercial bank organized under the laws of the United States of America States, or of any State thereof or (ii) a commercial bank organized under the laws of any other country that is a member of the OECD or has concluded special lending arrangements with the International Monetary Fund associated with its “General Arrangements to Borrow”, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States and having total assets shall have a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Event of Default or Unmatured Default shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless prior to a Default shall have occurred and then Default, be continuing, is acceptable subject to the consent of the Borrower, acting reasonably. If (a) no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gave notice of resignation or the Majority Banks’ removal of Required Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, Agent which shall be any Lender or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of any State thereof $250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent which shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect reasonably acceptable to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionBorrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. In the event that the Administrative Agent under this Agreementor any of its respective affiliates ceases to be a Lender hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Banks Borrower and the BorrowerLenders. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States Canada which has combined capital and reserves in excess of America or of any State thereof $250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective an office in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionToronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Subject to the penultimate sentence of this Section 7.6, the Administrative Agent may resign at any time as Administrative Agent under the Note Documents by giving 30 days' written notice thereof to the Banks Purchasers and the BorrowerCompany. Upon any such resignation, the Majority Banks Required Purchasers shall have the right to appoint a successor Administrative Agent thatAgent, which shall be reasonably satisfactory to Ericsson and Qualcomm (unless the [***] shall have occurred with respect to such party) and the Company, unless a Default or Event of Default shall have occurred and then be continuing, is acceptable to the Borrowerexist. If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Purchasers, and shall have accepted such appointment, within 30 60 days after the retiring Administrative Agent’s giving of 's notice of resignation or [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Majority Banks’ removal of the retiring Administrative AgentSecurities and Exchange Commission. resignation, then the retiring Administrative Agent may, on behalf of the Banksother Purchaser Parties, appoint a successor Administrative Agent, which shall (i) be a commercial bank financial institution or a branch or agency of a financial institution, organized or licensed to do business under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1ii) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect entitled to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectioncharge customary administrative agency fees. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from of its duties and obligations under this Agreementthe Note Documents. After Upon any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent's resignation, the provisions of this Article IX VII (as well as other expense reimbursement, indemnification and exculpatory provisions in the other Note Documents) shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving ten days’ prior written notice thereof to the Banks Lenders and the BorrowerBorrower and shall resign upon the written request of the Required Lenders, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto, provided, however, that any resignation by JPMorgan Chase Bank, N.A. from its position as Administrative Agent shall become effective no later than thirty (30) days from the delivery of such a resignation. Upon any such resignation, the Majority Banks retiring Administrative Agent shall have consult with the right to Borrower and shall promptly appoint a successor agent from among the Lenders; provided, that in the case of a resignation at the Administrative Agent thatAgent’s option, unless a Default shall have occurred and then be continuingsuch replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and, in any case, is reasonably acceptable to the Borrower; provided, however, that (a) such approval by the Borrower shall not be required at any time when a Default or Event of Default is continuing and (b) in no case shall any “hedge fund”, as such term is currently understood, become a Successor Administrative Agent. If no successor Administrative Agent agent shall have been so appointed by the Majority Banks, retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Administrative Agentagent’s giving of notice of resignation or resignation, the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, Required Lenders may appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionagent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentagent, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 8 and Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

Successor Administrative Agent. The Administrative Agent may ------------------------------ resign at any time by giving thirty (30) days written notice thereof to the Banks Lenders and Borrower. Administrative Agent may be removed at any time for cause by a majority of the Lenders, provided that Borrower and the Borrowerother Lenders shall be promptly notified thereof. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwith the consent of Borrower, unless a Default such consent not to be unreasonably withheld or delayed; provided, however, that Borrower shall have occurred and then be continuing, is acceptable no right to consent to such appointment to the Borrowerextent an Event of Default is continuing at the time of such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ notice of removal by a majority of the retiring Administrative AgentLenders, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof having combined capital and having total assets surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Event of Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Any resignation by an Administrative Agent shall also constitute the resignation as the Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of the Issuing Bank and the Swingline Lender hereunder and under the other Loan Documents and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this clause, the Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Banks Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent thatsuccessor, unless which shall be a Default shall have occurred and then be continuingbank with an office in Charlotte, is acceptable to the BorrowerNorth Carolina or New York, New York, or an Affiliate of any such bank with an office in Charlotte, North Carolina or New York, New York. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under Agent meeting the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no qualifying Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to the transactions contemplated hereby hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder or under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder the other Loan Documents (if not already discharged therefrom as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.provided above in this

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. In addition, if the Administrative Agent at any time shall have been determined to have committed gross negligence or willful misconduct by a court of competent jurisdiction in a final and non-appealable judgment in connection with its performance of its duties as Administrative Agent hereunder or if the Commitment and Loans of the Administrative Agent, in its capacity as a Bank, inclusive of participations, shall be less than $10,000,000, then, upon notice from the Required Banks, the Administrative Agent shall resign. Upon any such resignation, the Majority Required Banks shall have the right to appoint a successor Administrative Agent that, unless a with the consent of the Borrower (which consent will not be unreasonably withheld or delayed and each Bank and its Affiliates shall be deemed approved); provided that the consent of the Borrower shall not be required if an Event of Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, with the reasonable approval of the Borrower provided that no Event of Default shall have occurred and be outstanding, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000, total assets of at least $1,000,000,000; provided that 25,000,000,000 and a long-term senior unsecured indebtedness rating of BBB+ or better by S&P (if the Administrative Agent shall notify the Borrower rated by S&P) and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and Baa1 by Xxxxx’x (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made if rated by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionXxxxx’x). Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder first accruing or arising after the effective date of such retirement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Holders and the BorrowerIssuer. Upon any such resignation, the Majority Banks Required Holders shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a Holder or a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets an office in New York, New York and a combined capital and surplus of at least $1,000,000,000; provided that if 500,000,000. If no successor shall have been so appointed by the Required Holders and shall have accepted such appointment within 30 days after the retiring Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointmentgives notice of its resignation or is removed, then such the retiring Administrative Agent's resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document (b) the Required Holders shall perform the duties of the Administrative Agent (and with respect to the transactions contemplated hereby all payments and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to any or each Bank , Holder directly) until such time as the Majority Banks Required Holders appoint a successor Administrative Agent agent as provided for above in this Sectionsection. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, Agent and the such retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Note Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX ARTICLE VIII shall inure to its the benefit of the Administrative Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgreement and under the Security Documents.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower and may be removed at any time for cause by the Required Lenders upon notice in writing to Borrower. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment, unless a so long as no Event of Default shall have has occurred and is then continuing under Section 8.1(b), (f) or (g), shall be continuing, is acceptable subject to the consent of the Borrower, acting reasonably. (a) If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Lenders or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gave notice of resignation or the Majority Banks’ removal of Required Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, Agent which shall be any Lender or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of any State thereof $250,000,000, so long as no Event of Default has occurred and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointmentis then continuing under Section 8.1(b), then such resignation shall nonetheless become effective in accordance with such notice and (1f) the retiring Administrative Agent or (g), shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect subject to the transactions contemplated hereby and (2) all paymentsconsent of the Borrower, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionacting reasonably. Upon the acceptance of any such appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX and all other indemnity and exculpatory provisions contained herein or in the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreementor thereafter taken by it with respect to any transfer of agency. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. In the event that the Administrative Agent or any of its respective Affiliates ceases to be a Lender hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the Borrowersuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority BanksRequired Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000500,000,000; provided that provided, that, if no such successor is willing and able to function as the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointmenthereunder, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1a) the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby hereunder, and (2b) the Required Lenders shall perform the duties of the Administrative Agent (and all payments, payments and communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , Lender directly) until such time as the Majority Banks Required Lenders appoint a successor Administrative Agent agent as provided for above in this SectionSection 9.06. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreementthe Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign If at any time by giving the Administrative Agent deems it advisable, in its sole discretion, it may submit to each other Credit Party a written notice thereof of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective upon the Banks earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the Borrower30th day after the date of such notice. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banksother Credit Parties, appoint a successor Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having total assets a combined capital, surplus, and undivided profits of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent’s rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties terminated. The Borrower and obligations under this Agreementthe Credit Parties (other than the Administrative Agent) shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was Administrative Agent under the Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Credit Party entitled thereto during such time. Notwithstanding anything to the contrary contained in this AgreementSection 10.9, the appointment of any successor Administrative Agent shall be consented to by the Borrower (such consent not to be unreasonably withheld and such consent not to be required during the occurrence and continuance of any Default).

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Banks Borrowers and the BorrowerCredit Parties. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrowers (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksCredit Parties and with the prior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States Canada which has combined capital and reserves in excess of America or of any State thereof $250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective an office in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionToronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Credit Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Credit Party). After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Subject to the penultimate sentence of this Section 7.6, the Administrative Agent may resign at any time as Administrative Agent under the Note Documents by giving 30 days' written notice thereof to the Banks Purchasers, Nortel and the BorrowerCompany. Upon any such resignation, the Majority Banks Required Purchasers shall have the right to appoint a successor Administrative Agent thatAgent, which shall be reasonably satisfactory to Nortel, unless the [***] shall have occurred, and the Company, unless a Default or Event of Default shall have occurred and then be continuing, is acceptable to the Borrowerexist. If no successor Administrative Agent shall have been so appointed by the Majority BanksRequired Purchasers, and shall have accepted such appointment, within 30 60 days after the retiring Administrative Agent’s giving of 's notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banksother Purchaser Parties, appoint a successor Administrative Agent, which shall (i) be a commercial bank financial institution or a branch or agency of a financial institution, organized or licensed to do business under the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1ii) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect entitled to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectioncharge customary administrative agency fees. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from of its duties and obligations under this Agreementthe Note Documents. After Upon any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent's resignation, the provisions of this Article IX VII (as well as other expense reimbursement, indemnification and exculpatory provisions in the other Note Documents) shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Event of Default shall have occurred and then exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or each such Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Any resignation by an Administrative Agent shall also constitute the resignation as an Issuing Bank and as a Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and a Swingline Lender hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Banks Borrowers and the BorrowerFinance Parties. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrowers (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksFinance Parties and with the prior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States Canada which has combined capital and reserves in excess of America or of any State thereof $250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective an office in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionToronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Finance Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Finance Party). After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement.Agent. 51334597.3 Third Amended and Restated Credit Agreement - Equinox

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days written notice thereof to the Banks Lenders and the Borrower, and may be removed at any time with or without cause by the action of all of the Lenders (other than Administrative Agent, if it is a Lender). If the Administrative Agent also then serves in the capacity of the Swingline Bank or the Letter of Credit issuing bank, such resignation or removal shall constitute resignation or removal of the Swingline Bank and the Administrative Agent in its capacity of Letter of Credit issuing bank and the successor Administrative Agent shall serve in the capacity of the Swingline Bank and the Letter of Credit issuing bank, provided that, the Administrative Agent agrees that if it voluntarily resigns as Administrative Agent, the Borrower shall have up to 180 days to reissue the existing Letters of Credit. Upon any such resignationresignation or removal, the Majority Banks Lenders shall have the right to appoint a successor Administrative Agent with the prior written consent of the Borrower (which shall not be unreasonably withheld), provided that, unless a if there exists an Event of Default shall have occurred and then be that is continuing, is acceptable to no consent of the BorrowerBorrower shall be required. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws Laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges Rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any the Loan Papers, provided that if the retiring or removed Administrative Agent is unable to appoint a successor Administrative Agent’s , Administrative Agent shall, after the expiration of a sixty day period from the date of notice, be relieved of all obligations as Administrative Agent hereunder. Notwithstanding any Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this clause, the Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Banks Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Majority Banks Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent thatsuccessor, unless which shall be a Default shall have occurred and then be continuingbank with an office in Charlotte, is acceptable to the BorrowerNorth Carolina or New York, New York, or an Affiliate of any such bank with an office in Charlotte, North Carolina or New York, New York. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under Agent meeting the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no qualifying Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to the transactions contemplated hereby hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Banks Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this AgreementSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreementwas acting as Administrative Agent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Banks Borrower and the BorrowerFinance Parties. Upon any such resignation, the Majority Banks Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent that, who shall be one of the Lenders unless a Default shall have occurred and then be continuing, is acceptable none of the Lenders wishes to the Borroweraccept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent’s giving time of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentsuch resignation, then the retiring Administrative Agent may, on behalf of the BanksFinance Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States Canada which has combined capital and reserves in excess of America or of any State thereof $250,000,000 and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective an office in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionToronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Finance Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Finance Party). After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks Participants and Lessee and may be removed at any time with or without cause by the BorrowerRequired Participants. Upon any such resignationresignation or removal, the Majority Banks Required Participants shall have the right to appoint a successor the Administrative Agent thatAgent, unless a Default shall have occurred and then be continuing, is reasonably acceptable to the BorrowerLessee. If no successor the Administrative Agent shall have been so appointed by the Majority BanksRequired Participants, and shall have accepted such appointment, within 30 thirty (30) days after the retiring the Administrative Agent’s giving of notice of resignation or the Majority BanksRequired Participants’ removal of the retiring the Administrative Agent, then the retiring the Administrative Agent may, on behalf of the BanksParticipants, appoint a successor the Administrative Agent, which shall be a commercial bank organized under the laws described in clause (i) or (ii) of the United States definition of America or of any State thereof Eligible Assignee and having total assets have a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section150,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor the Administrative Agent, such successor the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent, and the retiring the Administrative Agent shall be discharged from its duties and obligations under this Participation Agreement. After any retiring the Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX XVI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Event of Default shall be continuing, then no successor the Administrative Agent shall be appointed under this Section 16.8 without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks Lenders and the Borrower. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon any such resignationresignation or removal, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless a provided no Default shall have occurred and then or Event of Default exists, be continuing, is acceptable subject to the Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentremoval, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having total assets of at least $1,000,000,000otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks Lenders that no Person satisfying such requirements Lender has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each the other Credit Document and with respect to the transactions contemplated hereby Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Majority Banks appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Any resignation by ​ 116 or removal of an Administrative Agent shall also constitute the resignation or removal as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and the Swingline Lender hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Banks outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. ​

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Administrative Agent thatwhich appointment shall, unless provided no Default or Potential Default exists, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a Default shall have occurred and then be continuing, is acceptable to the Borrowersuccessor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Banksimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of Lender, if any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent Lender shall be discharged from its duties willing to serve, and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to otherwise shall be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Sectionan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 11. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Banks Holders and the BorrowerIssuer. Upon any such notice of resignation, the Majority Banks Requisite Holders shall have the right right, upon five (5) Business Days’ notice to the Issuer, to appoint a successor Administrative Agent that, unless a Default which successor shall have occurred and then be continuing, is reasonably acceptable to the BorrowerIssuer. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Requisite Holders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the BanksHolders, appoint a successor Administrative Agent, which shall be a commercial bank organized under Agent from among the laws of the United States of America or of any State thereof and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionHolders. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent, at no cost or expense to the retiring Administrative Agent, shall promptly (i) transfer to such successor Administrative Agent all sums, Capital Stock 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 Note Documents, and (ii) execute and deliver to such successor Administrative Agent, at the Issuer’s sole cost and expense, such amendments to financing statements, and take such other actions, as may be reasonably requested in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 10.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementhereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. In addition, if the Administrative Agent at any time shall have been determined to have committed gross negligence or willful misconduct by a court of competent jurisdiction in a final and non-appealable judgment in connection with its performance of its duties as Administrative Agent hereunder or if the Commitment and Loans of the Administrative Agent, in its capacity as a Bank, inclusive of participations, shall be less than $10,000,000, then, upon notice from the Required Xxxxx, the Administrative Agent shall resign. Upon any such resignation, the Majority Required Banks shall have the right to appoint a successor Administrative Agent that, unless a with the consent of the Borrower (which consent will not be unreasonably withheld or delayed and each Bank and its Affiliates shall be deemed approved); provided that the consent of the Borrower shall not be required if an Event of Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, with the reasonable approval of the Borrower provided that no Event of Default shall have occurred and be outstanding, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000, total assets of at least $1,000,000,000; provided that 25,000,000,000 and a long-term senior unsecured indebtedness rating of BBB+ or better by S&P (if the Administrative Agent shall notify the Borrower rated by S&P) and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and Baa1 by Xxxxx’x (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made if rated by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this SectionXxxxx’x). Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder first accruing or arising after the effective date of such retirement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerCompany and may be removed as Administrative Agent under this Agreement and the other Loan Papers at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Majority Banks shall have the right right, with the consent, not to be unreasonably withheld or delayed, of the Company (provided that the Company’s consent shall not be required during the continuance of a Default or an Event of Default), to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, appointment within 30 calendar days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, with the consent, not to be unreasonably withheld or delayed, of the Company (provided that the Company’s consent shall not be required during the continuance of a Default or Event of Default), appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws Laws of the United States of America or of any State state thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder and under the other Loan Papers by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Papers; provided that solely for purposes of maintaining any security interest granted to the Administrative Agent under any Loan Paper for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Loan Paper, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 8.6 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Loan Paper, including any action required to maintain the perfection of any such security interest). After any retiring Administrative Agent’s resignation or removal as the Administrative Agent hereunder as Administrative Agentand under the other Loan Papers, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgreement and the other Loan Papers.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving five Business Days' written notice thereof to the Banks Lenders and the Borrower and may be removed at any time with or without cause (i) by the Majority Lenders with the Borrower's approval, which approval shall not unreasonably be withheld, or (ii) by the Borrower, subject to the approval of the Majority Lenders, which approval shall not unreasonably be withheld. Upon any such resignationresignation or removal, the Majority Banks Borrower shall have the right to appoint a successor Administrative Agent thatAgent, unless a Default subject to the Majority Lenders' approval, which approval shall not be unreasonably withheld; PROVIDED, HOWEVER, that upon and during the continuance of an Event of Default, the Majority Lenders shall have occurred and then be continuing, is acceptable the right to the Borrowerappoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority BanksLenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Fronting Banks and the BorrowerBorrowers and may be removed at any time with or without cause by the Majority Lenders and the Fronting Banks. Upon any such resignationresignation or removal, the Majority Lenders and the Fronting Banks shall have the right right, with the prior written consent of the Borrowers (unless an Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld or delayed, to appoint a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and the Fronting Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ such removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Fronting Banks, appoint a successor Administrative Agent, which shall be a Lender or an Affiliate of a Lender and (i) a commercial bank organized under the laws of the United States of America States, or of any State thereof or (ii) a commercial bank organized under the laws of any other country that is a member of the OECD or has concluded special lending arrangements with the International Monetary Fund associated with its “General Arrangements to Borrow”, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States and having total assets shall have a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Event of Default or Unmatured Default shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Successor Administrative Agent. The Administrative Agent may resign ------------------------------ at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent that, unless a Default shall have occurred and then be continuing, is acceptable to the BorrowerAgent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent’s 's giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the BanksBorrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof having capital and having total assets retained earnings of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in ---------- respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerCompany. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as the Issuing Bank, in which case upon the effectiveness of such resignation in accordance with this Section 8.06 the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as the Issuing Bank with respect to any Letters of Credit by it prior to the effective date of such resignation. Upon any such resignation, the Majority Banks shall have the right right, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) to appoint a successor Administrative Agent that, unless Agent; provided that such consent shall not be required if a Default shall have or Event of Default has occurred and then be is continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Majority Banks’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having total assets a combined capital and surplus of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to the transactions contemplated hereby and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank , until such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section50,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.