Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent upon thirty (30) days’ notice of its resignation to the Lenders and Investors. If the Borrower. Upon receipt of any such notice of resignationAgent resigns under this Agreement, the Required Lenders Investors shall have appoint from among the right, with Program Support Providers a successor agent for the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaInvestors. If no such successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf effective date of the Lendersresignation of the Agent, appoint the Agent may appoint, after consulting with the Investors, a successor Agent meeting agent from among the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionProgram Support Providers. Upon the acceptance of a successor’s its appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorterminated. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article Section 7.09 and Section 8.04 Sections 7.03 and 7.07 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of them while resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Program Support Providers shall perform all of the duties of the Agent was acting hereunder until such time, if any, as Agentthe Investors appoint a successor agent as provided for above; provided that until such time as a successor agent shall have been appointed, the resigning Agent shall continue to hold the Purchased Note as “nominee” for the Investors.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the resignation Required Lenders shall have the rightright to appoint a successor Agent and, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successorwith the consent of Borrower, which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld. If no such successor Agent shall have been so appointed by the Required Lenders Lenders, so consented to by Borrower and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of Lenders and, so long as no Default has occurred and is continuing, with the Lendersconsent of Borrower (which consent shall not be unreasonably withheld or delayed), appoint a successor Agent, that shall be a financial institution with a combined capital and surplus or net worth of at least $500,000,000. Upon the acceptance of any appointment as Agent meeting the qualifications set forth above; provided that if the hereunder by a successor Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with the terms hereof, such notice successor Agent shall thereupon succeed to and (1) become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 9 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in the United States of AmericaNew York, New York, or an Affiliate of any such bank with an office in New York, New York, or any other financial institution with an office in New York, New York that is engaged in the United States making of Americacommercial loans and the provision of agency services in syndicated commercial loan transactions. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; , provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Credit Documents, the retiring Agent shall continue to hold such collateral security Collateral until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article and Section 8.04 Sections 13.6 and 14.8 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent or continuing to hold Collateral in accordance with this Section.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of Americabank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided , provided, that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.4 and 10.5 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrowers, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, Lenders appoint a successor Agent meeting the qualifications set forth above; provided provided, that if the Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed), (2) the Agent shall deliver a copy of the Register to the Borrower Agent and (23) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 10.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 10.06). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents agent and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in the United States of AmericaNew York, New York, or an Affiliate of any such bank with an office in New York, New York, or any other financial institution with an office in New York, New York that is engaged in the United States making of Americacommercial loans and the provision of agency services in syndicated commercial loan transactions. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; , provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Credit Documents, the retiring Agent shall continue to hold such collateral security Collateral until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Credit Documents, the provisions of this Article and Section 8.04 Sections 13.6 and 14.8 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent or continuing to hold Collateral in accordance with this Section.

Resignation of Agent. 23.9 Notwithstanding the irrevocable appointments in Clauses 23.1 (Appointment of Agent) and 23.10 (Novation Notice), the Agent may resign at any time (after consultation with the Borrower) if it gives at least 7 days’ notice to the Borrower and the Banks. However, no resignation shall be effective until the successor has been appointed and accepted its appointment in accordance with this Clause 23.9. The Agent may at any time give in its notice of resignation appoint any of its resignation to Affiliates with an office in Paris as its successor. If it does not do so, the Lenders and Majority Banks, after consultation with the Borrower, unless an event referred to in Clause 20.2(a) or 20.2(b) has occurred, may appoint a successor. Upon receipt If the relevant successor has not been so appointed and accepted its appointment within 15 days after the date of any such the notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to resigning Agent may appoint a successor, which shall be a bank any reputable Bank or financial institution with an office in the United States of America, Paris (whether or not an Affiliate of any such bank with an office the Agent) to be its successor. Any appointment of a successor must be in the United States of America. If no such successor shall have been so appointed writing, signed by the Required Lenders Person(s) appointing that successor and shall have accepted delivered to that successor. Any acceptance of such appointment within 45 days after must be in writing, signed by the retiring Agent gives notice of its resignation, then Person appointed and delivered to the retiring Agent may, on behalf Person(s) appointing that successor. The other parties to this Agreement shall be promptly informed of the Lenders, appoint acceptance by a successor Agent meeting Agent. Upon the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such successor accepting its appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring resigning Agent shall be automatically discharged from any further obligation under this Agreement and its duties successor and each of the other parties to this Agreement shall have the same rights and obligations hereunder and under among themselves as they would have had if the other Loan Documents (except that in successor had been the case of any collateral security held by the original Agent on behalf of the Lenders under any of the Loan Documents, the retiring party to this Agreement. The resigning Agent shall continue to hold such collateral security until such time as a provide its successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredwith copies of) Agent, and the retiring Agent shall be discharged from all such of its duties and obligations hereunder or records as its successor requires to carry out its functions under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgreement.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Banks and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with and with the consent approval of the Borrower so long as no Event of Default has occurred and is continuingCompany (which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Company and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Banks directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 9.12 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at resign as the Agent on 30 days advance notice to Lenders, LC Issuer and Borrowers and will resign as the Agent if Fifth Third, in its capacity as a Lender, no longer has any time give Loans outstanding. If Agent resigns as the Agent under this Agreement and the other Loan Documents, then the Requisite Lenders will, within 30 days after notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of Agent’s resignation, the Required appoint from among Lenders shall have the righta successor agent for Lenders, with the consent of the Borrower so long as no Event of which, unless a Default has occurred and is continuing, such successor agent must be approved by Borrowers (which approval shall not be unreasonably withheld, delayed or conditioned), whereupon (a) such successor agent will succeed to the rights, powers and duties of Agent, (b) the term “Agent” will mean such successor agent effective on such appointment and approval, and (c) the former Agent’s rights, powers and duties as Agent will be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Obligations; however, if a successor agent has not so been appointed within that 30-day period, the retiring Agent will have the right to appoint a successorsuccessor agent, which shall be a commercial bank with an office in organized under the laws of the United States of America, or an Affiliate of any such bank with an office in the United States state thereof and having a combined capital and surplus of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time at least $500,000,000 who will serve as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) “Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor”. After the any retiring Agent’s resignation hereunder and under as the other Loan DocumentsAgent, (i) the provisions of this Article and Section 8.04 shall continue in effect for the 10 will inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the Agent under this Agreement and the other Loan Documents and (ii) the retiring Agent was acting will be relieved of all further duties and obligations as the Agent.

Resignation of Agent. The Agent may If at any time give notice the Agent deems it advisable, in its sole discretion, it may submit to each of the Banks a written notification of its resignation as Agent under this Agreement, such resignation to be effective on the Lenders and earlier to occur of (a) the Borrower. Upon receipt forty-fifth (45th) day after the date of any such notice of resignationor (b) the date upon which a successor Agent accepts its appointment as successor Agent. If the Agent resigns hereunder, the Required Lenders Company shall have the rightright to appoint, with the consent prior written approval of the Borrower so long as no Banks, which approval shall not be unreasonably withheld, a successor Agent hereunder, provided, however that upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Banks shall have the right to appoint a successor, which such successor Agent hereunder. The successor Agent shall be a commercial bank with an office in or other financial institution organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in the United States State thereof and having a combined capital and surplus of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionat least $100,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) AgentAgent hereunder, and the retiring Agent shall be discharged from all of its any further duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Agreement. The fees payable by Company and the Borrower Banks agree to a successor Agent execute such documents as shall be as agreed between the Borrower and necessary to effect such successorappointment. After the retiring Agent’s 's resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 paragraph 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent was under this Agreement. If at any time hereunder there shall not be a duly appointed and acting as Agent, the Company agrees to make each payment due hereunder and under the Notes directly to the Banks entitled thereto.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in successor Agent from among the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaLenders. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting Agent, which shall be a bank which has an office in the qualifications set forth above; provided United States of America, with a combined capital and surplus of at least $500,000,000, PROVIDED that if the such successor Agent shall notify not have an office in New York, New York at which payments hereunder and notices delivered hereunder and under the Borrower Security Documents are to be made, then the parties hereto agree to effect such modifications to this Agreement and the Lenders that no qualifying Person has accepted Security Documents as shall be appropriate to permit such appointmentpayments to be made and such notices to be delivered to a non-New York office. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, then such resignation successor Agent shall nonetheless thereupon succeed to and become effective in accordance vested with such notice all the rights, powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 10 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Administrative Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty (30) days’ notice of its resignation to by notifying the Lenders and the Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to the Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing(such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and under the other Loan Documents (except surplus that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionnot less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The reimbursements and fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; , provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 9 and Section 8.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent on 30 days advance notice of its resignation to the Lenders Lenders, LC Issuer, and Borrower and will resign as Agent if U.S. Bank, in its capacity as a Lender, no longer has any Loans outstanding. If Agent resigns as Agent under this Agreement and the Borrower. Upon receipt of any such notice of resignationother Loan Documents, then the Required Lenders shall have will, within 30 days after notice of Agent’s resignation, appoint from among the rightLenders a successor agent for the Lenders, with the consent of the Borrower so long as no which, unless an Event of Default has occurred and is continuing, successor agent must be approved by Borrower (which approval shall not be unreasonably withheld, delayed or conditioned), whereupon (i) such successor agent will succeed to the rights, powers and duties of Agent, (ii) the term “Agent” will mean such successor agent effective on such appointment and approval, and (iii) the former Agent’s rights, powers and duties as Agent will be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Obligations; however, if a successor agent has not so been appointed within that 30 day period, the retiring Agent will have the right to appoint a successorsuccessor agent, which shall be a commercial bank with an office in organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in state thereof and having a combined capital and surplus of at least $500,000,000 who will serve as “Agent” until the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignationtime, then the retiring Agent mayif ever, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorSection 13.9. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, (a) the provisions of this Article and Section 8.04 shall continue in effect for the 13 will inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was Agent under this Agreement and the other Loan Documents and (b) the retiring Agent was acting will be relieved of all further duties and obligations as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall -------- notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue ------------- in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of AmericaCalifornia, or an Affiliate of any such bank with an office in the United States of AmericaCalifornia. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 12.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with combined capital and surplus of at least $1,000,000,000 with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. Any resignation by Xxxxx Fargo as Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in successor reasonably acceptable to the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaBorrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, Lenders appoint a successor Agent meeting the qualifications set forth aboveabove and reasonably acceptable to the Borrower; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Borrower upon 30 days’ notice to the Lenders and the Borrower. Any such resignation by the Agent hereunder shall also constitute its resignation as an Issuing Bank, as applicable, in which case the resigning Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Bank, as the case may be, with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with subject to the reasonable consent of the Borrower (so long as no Event of Default has under Section 6.01(a) or (e) shall have occurred and is be continuing), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States States, whereupon such successor agent shall succeed to the rights, powers and duties of Americathe Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent mayAgent’s resignation shall nevertheless thereupon become effective, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice assume and (1) perform all of the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security hereunder until such time as a successor Agent is appointed) and (2) all paymentstime, communications and determinations provided to be made byif any, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agentabove.

Resignation of Agent. The (a) Agent may xxx resign at any time give by delivering notice of its such resignation to the Lenders and Xxxxxxxx, effective on the Borrowerdate set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 forty-five (45) days after the retiring Agent gives having given notice of its resignation, no successor Agent has been appointed by the Required Xxxxxxx that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth above; provided that if Lenders. Each appointment under this clause (a) shall be subject to the Agent prior consent of Borrower, which may not be unreasonably withheld but shall notify not be required during the Borrower and the Lenders that no qualifying Person has accepted such appointmentcontinuance of a Default. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) subject to its rights under Section 9.3, the retiring Agent shall continue take such action as may be reasonably necessary to hold such collateral security until such time assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.. 9.10

Resignation of Agent. The Agent may If at any time give notice the Agent deems it advisable, in its sole discretion, it may submit to each of the Banks a written notification of its resignation as Agent under this Agreement, such resignation to be effective on the Lenders and earlier to occur of (a) the Borrower. Upon receipt forty-fifth (45th) day after the date of any such notice of resignationor (b) the date upon which a successor Agent accepts its appointment as successor Agent. If the Agent resigns hereunder, the Required Lenders Company shall have the rightright to appoint, with the consent prior written approval of the Borrower so long as no Banks, which approval shall not be unreasonably withheld, a successor Agent hereunder, provided, however that upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Banks shall have the right to appoint a successor, which such successor Agent hereunder without the consent or approval of the Company. The successor Agent shall be a commercial bank with an office in or other financial institution organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in the United States State thereof and having a combined capital and surplus of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionat least $100,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) AgentAgent hereunder, and the retiring Agent shall be discharged from all of its any further duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Agreement. The fees payable by Company and the Borrower Banks agree to a successor Agent execute such documents as shall be as agreed between the Borrower and necessary to effect such successorappointment. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent was under this Agreement. If at any time hereunder there shall not be a duly appointed and acting as Agent, the Company agrees to make each payment due hereunder and under the Notes directly to the Banks entitled thereto.

Resignation of Agent. The Hayfin Services LLP (or any successor Agent) may resign as the Agent may at any time give upon ten (10) days’ notice of its resignation to the Lenders and the Borrower; provided, that if no successor Agent is appointed in accordance with the terms set forth below within such 10-day period, the Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is thirty (30) days after the last day of such 10-day period. Upon receipt the resignation or removal of any such notice of resignationthe Agent under this Agreement, the Required Lenders shall have appoint from among the right, with Lenders a successor agent for the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaLenders. If no such successor shall have been so agent is appointed by the Required Lenders and shall have accepted such appointment within 45 days after prior to the effective date of the resignation or removal of the Agent, the retiring or removed Agent gives notice of its resignationmay appoint, then after consulting with the retiring Agent mayLenders and the Borrower, on behalf of a successor agent from among the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.-68-

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Banks and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with and with the consent approval of the Borrower so long as no Event of Default has occurred and is continuingCompany (which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Company and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Banks directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 9.12 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related ​ 111 ​ Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Agent was acting as Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Banks and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with and with the consent approval of the Borrower so long as no Event of Default has occurred and is continuingCompany (which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Company and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Banks under any of the Loan Documents, the retiring Agent shall continue to hold such ​ ​ collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Banks directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 ‎Section 9.12 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Agent was acting as Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Blackstone Representative shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders Blackstone Representative and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Blackstone Representative) (the “Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent; provided that if in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. The Required Lxxxxxx may remove the Agent shall notify as agent upon 10 days prior notice in writing to the Borrower and the Lenders that Agent. Upon such removal, the Blackstone Representative shall appoint a successor. If no qualifying Person has such successor shall have been so appointed by the Blackstone Representative and shall have accepted such appointmentappointment within 10 days (or such earlier day as shall be agreed by the Blackstone Representative) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (1as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring retired or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time time, if any, as the Required Lenders Blackstone Representative appoint a successor Agent as provided for above in this Sectionabove. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (or retired) Agent, and other than any rights to indemnity payments owed to the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionremoved Agent). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article Section 12, Section 2.4 and Section 8.04 11.02 shall continue in effect for the benefit of such retiring or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent upon thirty (30) days' notice to Lenders and Borrower Representative, and such resignation shall be effective on the earlier of (a) the appointment of a successor Agent by Required Lenders, subject, in the absence of an Event of Default, to the prior written consent of Borrowers (which consent shall not be unreasonably withheld, conditioned or delayed) or (b) the date on which such 30-day period expires. If Agent provides Lenders and Borrower Representative with notice of its resignation intention to the Lenders and the Borrower. Upon receipt of any such notice of resignationresign as Agent, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, agree to appoint a successorsuccessor to Agent as promptly as possible thereafter, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no whereupon such successor shall have been so appointed by succeed to the Required Lenders rights, powers and shall have accepted duties of Agent, and the term "Agent" means such appointment within 45 days after successor effective upon its appointment. Upon the retiring Agent gives notice effective date of its an Agent's resignation, then such Agent's rights, powers and duties as Agent hereunder immediately shall terminate, without any other or further act or deed on the retiring part of such former Agent may, on behalf or any of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents parties to this Agreement (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring an Agent’s 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 8.04 12 shall continue in effect for the to inure to such Agent's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them such Agent while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Agent may resign at any time give by delivering notice of its such resignation to the Lenders and Borrower, effective on the Borrowerdate set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. Upon receipt of If Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent. If, which shall be a bank with an office in within forty-five (45) days after the United States retiring Agent having given notice of Americaresignation, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have Agent has been so appointed by the Required Lenders and shall have that has accepted such appointment within 45 days after the retiring Agent gives notice of its resignationappointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting from among the qualifications set forth above; provided that if Lenders. Each appointment under this clause (a) shall be subject to the Agent prior consent of Borrower, which may not be unreasonably withheld but shall notify not be required during the Borrower and the Lenders that no qualifying Person has accepted such appointmentcontinuance of a Default. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) subject to its rights under Section 9.3, the retiring Agent shall continue take such action as may be reasonably necessary to hold such collateral security until such time assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.. 9.10

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, with the consent of approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States of America, unreasonably withheld or an Affiliate of any such bank with an office in the United States of Americadelayed. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth aboveAgent; provided that if the Agent shall notify the Borrower and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Bank directly, until such time as the Required Lenders Banks (with the approval of the Borrower, where applicable) appoint a successor Agent as provided for above in this SectionSection 10.6. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the 119 Table of Contents Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article Section 10 and Section 8.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. If PNC resigns as Agent under this Section 10.6, PNC shall also resign as an Issuing Bank. Upon the appointment of a successor Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Bank and Agent and PNC shall be discharged from all of its respective duties and obligations as Issuing Bank and Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.

Resignation of Agent. 10.6.1 The Agent may at any time give not less than 45 days’ prior written notice of its resignation to the Lenders Lenders, the LC Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower (and so long as no Event of Default has shall have occurred and be continuing, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed (it being understood and agreed that if such proposed successor Agent is continuingunwilling or unable to be appointed as the successor Swing Line Lender or LC Issuer, as applicable, it shall not be unreasonable for the Borrower to withhold its consent)), to appoint a successorsuccessor from among the Lenders, which shall be a bank with an office in the United States having capital and retained earnings of Americaat least $100,000,000, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the LC Issuers, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder with notice of such acceptance provided to the Lead Borrower, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed to in writing between the Lead Borrower and such successorsuccessor Agent. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall 109 continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with (but not subject to the consent of approval of) the Borrower so long as no Event of Default has occurred and is continuingCompany, to appoint a successor, which . Any successor Administrative Agent shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the retiring Administrative Agent shall notify the Borrower Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent (or any of its Affiliates acting as Agent hereunder) shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the each retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Borrower Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the a retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the such retiring Agent was acting as an Agent. Notwithstanding anything to the contrary herein, each of the Lenders and the Loan Parties acknowledge and agree that JPMCB intends to resign as Agent, effective on the date (the “Resignation Date”) that is ninety days after the Restructuring Closing Date or such earlier date on which a successor is appointed in accordance with the preceding paragraph. The Company and the Required Lenders agree to use commercially reasonable efforts to appoint a successor in accordance with the preceding paragraph no later than ninety days after the Restructuring Closing Date and to take any and all other actions necessary in order to discharge JPMCB from all duties and obligations hereunder and under the other Restructuring Transaction Documents on the Resignation Date. The fourth sentence of the preceding paragraph shall apply in the event that a successor Agent has not been appointed and accepted its appointment within ninety days after the Restructuring Closing Date.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign if it has assigned all of its Lender Commitment and Loans and is not an Issuing Bank. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuingin existence, shall have the right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent. Any successor Agent shall notify be a bank which has an office in the Borrower United States and a combined capital and surplus of at least $500,000,000.00. Upon the Lenders that no qualifying Person has accepted acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)discharge. The fees payable by the Borrower to a Such successor Agent shall be as agreed between promptly specify by notice to the Borrower its principal office referred to in Section 2.1 and such successorSection 2.3 hereof. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, each Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders Banks and the BorrowerCompany, provided that the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in successor Agent reasonably acceptable to the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaCompany. If no such successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 45 60 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint an interim successor Agent, which shall be a bank which has an office in Philadelphia, Pennsylvania, or New York, New York. Any interim successor Agent appointed under the preceding sentence may be replaced at any time by a successor Agent meeting designated by the qualifications set forth above; provided that if Required Banks and reasonably acceptable to the Company. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrowers and the other Banks. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and the Lenders that no qualifying Person has accepted duties of such appointmentretiring Agent, then and such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas an Agent, the provisions of this Article and Section 8.04 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Requisite Banks shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Requisite Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Bank directly, until such time as the Required Lenders Requisite Banks and the Borrower appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section and Section 8.04 11.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective the Agent-Related Parties Persons in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates, and shall be a Qualified Person. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the 9656966v8 other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders Xxxxxxx appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 9 and Section 8.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent on 30 days advance notice of its resignation to Borrower, the Lenders and LC Issuer. If Agent resigns as Agent under this Agreement and the Borrower. Upon receipt of any such other Loan Documents, then Required Lenders will, within 30 days after notice of Agent’s resignation, appoint from among the Required Lenders shall have a successor agent for the rightLenders, with the consent of the Borrower so long as no which, unless an Event of Default has occurred and is continuing, successor agent must be approved by Borrower (which approval shall not be unreasonably withheld, delayed or conditioned), whereupon (i) such successor agent will succeed to the rights, powers and duties of Agent, (ii) the term “Agent” will mean such successor agent effective on such appointment and approval, and (iii) the former Agent’s rights, powers and duties as Agent will be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Obligations; however, if a successor agent has not so been appointed within that 30 day period, the retiring Agent will have the right to appoint a successorsuccessor agent, which shall be a commercial bank with an office in organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in state thereof and having a combined capital and surplus of at least $500,000,000 who will serve as “Agent” until the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignationtime, then the retiring Agent mayif ever, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorSection 13.9. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, (a) the provisions of this Article and Section 8.04 shall continue in effect for the 13 will inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was Agent under this Agreement and the other Loan Documents and (b) the retiring Agent was acting will be relieved of all further duties and obligations as Agent.

Resignation of Agent. The Hayfin Services LLP (or any successor Agent) may resign as the Agent may at any time give upon ten (10) days’ notice of its resignation to the Lenders and the Borrower; provided, that if no successor Agent is appointed in accordance with the terms set forth below within such 10-day period, the Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is thirty (30) days after the last day of such 10-day period. Upon receipt the resignation or removal of any such notice of resignationthe Agent under this Agreement, the Required Lenders shall have appoint from among the right, with Lenders a successor agent for the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaLenders. If no such successor shall have been so agent is appointed by the Required Lenders and shall have accepted such appointment within 45 days after prior to the effective date of the resignation or removal of the Agent, the retiring or removed Agent gives notice of its resignationmay appoint, then after consulting with the retiring Agent mayLenders and the Borrower, on behalf of a successor agent from among the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.above

Resignation of Agent. The (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, (which consent shall not be unreasonably withheld) shall have the right to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and consented to by the Borrower and no successor Administrative Agent shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAdministrative Agent; provided that provided, however, if the failure to do so was not a result of the failure by the Borrower to consent to any appointment, the Borrower shall retain the right to consent. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, remedies, powers, privileges, duties and obligations of the retiring Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and obligations, under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Article and Section 8.04 XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Administrative Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint a successor Agent, with the consent of the Borrower so long as which shall be a Lender which has an office in New York, New York and, provided no Default or Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in reasonably acceptable to the United States of AmericaBorrower, such acceptance not to be unreasonably withheld or an Affiliate of any such bank with an office in the United States of Americadelayed. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender which has an office in New York, New York and, provided no Default or Event of Default has occurred and is continuing, which shall be reasonably acceptable to the Borrower, such acceptance not to be unreasonably withheld or delayed. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a Successor Agent meeting promptly so notify the qualifications set forth above; provided that if Borrower, the Guarantors and the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 7 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof at least thirty Banking Days prior thereto to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Bank. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent meeting the qualifications set forth above; provided that if the Agent shall promptly so notify the Borrower and the Lenders that no qualifying Person has accepted other Banks. Upon the acceptance by a successor Agent of any appointment as Agent hereunder, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that hereunder. The retiring Agent shall execute all documents or instruments of assignment as shall be necessary to vest in the case successor Agent all rights of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 11 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) 49 Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder with notice of such acceptance provided to the Lead Borrower, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed to in writing between the Lead Borrower and such successorsuccessor Agent. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Subject to the appointment and acceptance of a -------------------- successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign if it has assigned all of its Lender Commitment and Loans and is not an Issuing Bank. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuingin existence, shall have the right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent. Any successor Agent shall notify be a bank which has an office in the Borrower United States and a combined capital and surplus of at least $500,000,000.00. Upon the Lenders that no qualifying Person has accepted acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)discharge. The fees payable by the Borrower to a Such successor Agent shall be as agreed between promptly specify by notice to the Borrower its principal office referred to in Section 2.1 and such successorSection 2.3 hereof. After the any retiring ----------- ----------- Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 8 shall --------- continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionss.13.6). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 ss.13.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give resign as Agent upon thirty (30) days' notice to Lenders and Borrower Representative, and such resignation shall be effective on the earlier of (a) the appointment of a successor Agent by Required Lenders, subject, in the absence of an Event of Default, to the prior written consent of Borrowers (which consent shall not be unreasonably withheld, conditioned or delayed) or (b) the date on which such 30-day period expires. If Agent provides Lenders and Borrower Representative with notice of its resignation intention to the Lenders and the Borrower. Upon receipt of any such notice of resignationresign as Agent, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, agree to appoint a successorsuccessor to Agent as promptly as possible thereafter, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no whereupon such successor shall have been so appointed by succeed to the Required Lenders rights, powers and shall have accepted duties of Agent, and the term "Agent" means such appointment within 45 days after successor effective upon its appointment. Upon the retiring Agent gives notice effective date of its an Agent's resignation, then such Agent's rights, powers and duties as Agent hereunder immediately shall terminate, without any other or further act or deed on the retiring part of such former Agent may, on behalf or any of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents parties to this Agreement (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring an Agent’s 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 8.04 12 shall continue in effect for the to inure to such Agent's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them such Agent while the retiring Agent was acting as Agent.. ​

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders Banks and the Borrower, provided that the Borrower and the other Banks shall be promptly notified thereof. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in successor Agent from among the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaBanks. If no such successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York with a minimum capital (plus surplus) of $1,000,000,000. The appointment of any bank which is not then a party hereto shall be subject to the approval of the Borrower, which shall not be unreasonably withheld. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent meeting the qualifications set forth above; provided that if the Agent shall promptly so notify the Borrower and the Lenders that no qualifying Person has accepted other Banks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 11 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. (a) The Administrative Agent or Collateral Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no (unless an Event of Default has shall have occurred and is continuing) of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor agent. If no such successor shall have been so appointed by the Required Lenders (and consent to by the Borrower, if applicable) and shall have accepted such appointment within 45 30 days after the retiring Administrative Agent or Collateral Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders and the Borrower, if applicable) (the “Resignation Effective Date”), then the retiring Administrative Agent may, or Collateral Agent may (but shall not be obligated to) on behalf of Lenders with the Lenders, consent of the Borrower (if required as provided above) appoint a successor Agent meeting the qualifications set forth aboveagent hereunder; provided that if no successor agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date of such notice of resignation was given by Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentor Collateral Agent, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date and (1) the retiring Administrative Agent or Collateral Agent, as the case may be, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders Secured Parties under any of the Loan DocumentsDocuments or any Secured Hedge Agreements, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.such

Resignation of Agent. The Agent may at any time give resign as Agent on 30 days advance notice to the Lenders. If Agent resigns as Agent under this Agreement and the other Loan Documents, then the Lenders will, within 30 days after notice of its resignation to Agent’s resignation, appoint from among the Lenders and a successor agent for the Borrower. Upon receipt of any such notice of resignationLenders, the Required Lenders shall have the rightwhich, with the consent of the Borrower so long as no unless an Event of Default has occurred and is continuing, successor agent must be approved by Borrowers (which approval shall not be unreasonably withheld, delayed or conditioned), whereupon (i) such successor agent will succeed to the rights, powers and duties of Agent, (ii) the term “Agent” will mean such successor agent effective on such appointment and approval, and (iii) the former Agent’s rights, powers and duties as Agent will be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Obligations under the Revolving Credit Facility; however, if a successor agent has not so been appointed within that 30 day period, the retiring Agent will have the right to appoint a successorsuccessor agent, which shall be a commercial bank with an office in organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in state thereof and having a combined capital and surplus of at least $500,000,000 who will serve as “Agent” until the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignationtime, then the retiring Agent mayif ever, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorSection 10.9. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, (a) the provisions of this Article and Section 8.04 shall continue in effect for the X will inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was Agent under this Agreement and the other Loan Documents and (b) the retiring Agent was acting will be relieved of all further duties and obligations as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the BorrowerLenders. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent, which Agent shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americareasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and which shall be reasonably acceptable to Borrower; PROVIDED, HOWEVER, that Borrower shall have no right to approve a successor Agent meeting which is a Lender if an Event of Default has occurred and is continuing. Upon the qualifications set forth above; provided that if the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 SECTION VII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may resign as such at any time give upon thirty days' prior written notice of its resignation to the Lenders Borrower and the BorrowerBanks. Upon receipt In the event of any such notice of resignation, the Required Lenders shall have Borrower shall, by an instrument in writing delivered to the rightBanks and the Agent, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a Bank or any other commercial bank with an office in organized under the laws of the United States or any State thereof and having a combined capital and surplus of Americaat least $500,000,000, or provided, that, if an Affiliate Event of any Default has occurred and is continuing at the time of such bank with an office in resignation, the United States of America. If no such successor Required Banks shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent mayright to appoint, on behalf of the LendersBorrower and the Banks, the successor agent. If a successor is not so appointed or does not accept such appointment before the Agent's resignation becomes effective, the resigning Agent may appoint a temporary successor Agent meeting to act until such appointment by the qualifications set forth above; provided that if Borrower is made and accepted any successor to the Agent shall notify execute and deliver to the Borrower and the Lenders that no qualifying Person has accepted Banks an instrument accepting such appointment, then such resignation shall nonetheless become effective in accordance with such notice appointment and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, thereupon such successor Agent, without further act, deed, conveyance or transfer shall succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring (or retired) its predecessor hereunder with like effect as if originally named as Agent hereunder. Upon request of such successor Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and the resigning Agent shall execute and deliver such successorinstruments of conveyance, assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Agent all such properties, rights, interests, powers, authorities and obligations. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the The provisions of this Article and Section 8.04 VII shall continue in effect thereafter remain effective for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in resigning Agent with respect of to any actions taken or omitted to be taken by any of them such Agent while the retiring Agent was acting as Agentthe Agent hereunder.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingUS Borrower, to appoint a successor, which shall be a bank or a financial institution with an office in the United States of AmericaStates, or an Affiliate of any such bank or financial institution with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the such Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give notice of its resignation to by notifying the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent meeting which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Administrative Agent has been appointed pursuant to the qualifications set forth above; provided that if immediately preceding sentence by the Agent 30th day after the date such notice of resignation was given by such Administrative Agent, such Administrative Agent’s resignation shall notify the Borrower become effective and the Majority Lenders that no qualifying Person has accepted shall thereafter perform all the duties of 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 and/or under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security Document until such time as a successor Agent is appointed) and (2) all paymentstime, communications and determinations provided to be made byif any, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Majority Lenders appoint a successor Agent as provided for above in this SectionAdministrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) 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 Section)hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring an Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing(such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Agent. If no such successor shall have been so appointed by the Required Lenders and approved by Borrower and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and under the other Loan Documents (except surplus that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionnot less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless 109 Bakersfield Refinery – Senior Credit Agreement otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may resign at any -------------------- time give by giving written notice of its resignation thereof to the Lenders and Borrowers, which resignation shall become effective upon the Borrowerappointment of a successor Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent, which successor Agent shall be reasonably acceptable to Borrowers and shall be a commercial bank with an office in organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in the United States State thereof and having a combined capital and surplus of Americaat least $500,000,000.00. If no such successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 45 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent mayshall, on behalf of all of the Lenders, appoint a successor Agent meeting with the qualifications set forth above; provided that if the Agent prior consent of Borrowers, which consent shall notify the Borrower not be unreasonably withheld, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring which successor Agent shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Loan Documents (except that in laws of the case United States of America or of any collateral security held by the Agent on behalf State thereof and having a combined capital and surplus of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionleast $500,000,000.00. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorAgreement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 9 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or --------- omitted to be taken by any of them it while the retiring it was Agent was acting as Agentunder this Agreement.

Resignation of Agent. The Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting which shall be a commercial bank organized under the qualifications set forth abovelaws of the United States of America having combined capital and surplus of at least $500,000,000; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 12.7. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor, such successor shall thereupon succeed to and become vested with all of the rights, powers, privileges discretion, privileges, and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorhereunder. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with with, unless an Event of Default exists, the consent of the Borrower so long as no Event of Default has occurred and is continuing(which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth abovein this Section 7.6; provided that that, if the Agent shall notify the Lenders and Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders any Lender under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 7.6. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 7.6). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article VII and Section 8.04 8.3 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties related parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Wells Fargo xx Xxent pursuant to this Section 7.6 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor's appointment as Agent hereunder: (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer; (ii) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents; and (iii) the successor Letter of Credit 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 Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Resignation of Agent. The Agent may at any time give resign as Agent upon 30 days’ notice of its resignation to the Lenders and CP Lender. If the Borrower. Upon receipt of any such notice of resignationAgent resigns under this Agreement, the Required Lenders shall have the rightCP Lender shall, with the prior written consent of the Borrower so long as no Event of Default has occurred and is continuingMajority Lenders, to appoint from among the Liquidity Lenders a successor, which shall be a bank with an office in successor agent for the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaCP Lender. If no such successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf effective date of the Lendersresignation of the Agent, appoint the Agent may appoint, after consulting with the CP Lender, a successor Agent meeting agent from among the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionLiquidity Lenders. Upon the acceptance of a successor’s its appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorterminated. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article Clause 8.8 and Section 8.04 Clause 8.3 (Liability by Agent) shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of them while resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall perform all of the duties of the Agent was acting hereunder until such time, if any, as the CP Lender appoints a successor agent as provided for above. It is understood and agreed that any resignation of the Agent pursuant to this Clause 8.8 shall apply to all of such Agent’s rights, duties and obligations in its capacity as Agent and that under no circumstances may the Agent resign with respect to only a portion of such rights, duties and obligations, including with respect to any Advance.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a 77 successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Banks, the Issuing Banks and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with and with the consent approval of the Borrower so long as no Event of Default has occurred and is continuingCompany (which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersBanks and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Company and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks or the Issuing Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank and the Issuing Banks directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 ‎Section 9.12 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Agent was acting as Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, DB1/ 124773100.6 -134- until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuers and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuingCompany, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuers, and with the consent of the Company, appoint a successor Agent meeting the qualifications set forth above; provided that if the such Agent shall notify the Borrower Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.such

Resignation of Agent. The (a)The Agent may at any time give notice of its resignation to the Lenders Banks and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with and with the consent approval of the Borrower so long as no Event of Default has occurred and is continuingCompany (which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Company and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders Banks under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the 66 ​ provisions of this Article and Section 8.04 9.12, and all other indemnity, reimbursement and exculpatory provisions set forth in any Loan Document, shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Agent was acting as Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent.

Resignation of Agent. The Each Agent may at any time give notice of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates, and shall be a Qualified Person. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s successor s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s Agent s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give written notice of its resignation to the Lenders Lenders, the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingLead Borrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder with notice of such acceptance provided to the Lead Borrower, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed to in writing between the Lead Borrower and such successorsuccessor Agent. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the Borrower’s consent of the Borrower so long as no Default or Event of Default has occurred and is continuingexists (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the resignation Required Lenders shall have the rightright to appoint a successor Agent, with the consent of the Borrower so which (as long as no Event of Default has occurred and is continuing, to appoint a successor, which ) shall be a bank with an office in subject to the United States prior approval of America, Borrower (which approval shall not be unreasonably denied or an Affiliate of any such bank with an office in the United States of Americadelayed). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided Agent, that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties a financial institution with a combined capital and obligations hereunder surplus or net worth of at least $200,000,000, which (as long as no Event of Default has occurred and under is continuing) shall be subject to the other Loan Documents prior approval of Borrower (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent which approval shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to not be made by, to unreasonably denied or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectiondelayed). Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged 71 from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorhereunder. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 9 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing(such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Agent. If no such successor shall have been so appointed by the Required Lenders and approved by Borrower and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and under the other Loan Documents (except surplus that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionnot less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.. 126 Bakersfield Refinery – Senior Credit Agreement

Resignation of Agent. The Each Agent may at any time upon 30 days’ advance written notice give notice of its resignation to 38669945_32 the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates; provided, in each case, that such successor is a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch described in Treasury Regulation Section 1.1441-1(b)(2)(iv). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Agent shall resign if it has assigned all of its Lender Commitment and Loans and is not an Issuing Bank. Upon receipt of any such notice of resignation, (i) the Required Majority Lenders shall have the right, with the consent of the Borrower Borrower, so long as no Event of Default has occurred and is continuingin existence, shall have the right to appoint a successor, successor Agent so long as such successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americaunreasonably withheld). If no such successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably withheld, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent. Any successor Agent shall notify be a bank which has an office in the Borrower United States and a combined capital and surplus of at least $500,000,000.00. Upon the Lenders that no qualifying Person has accepted acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (1) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent thereafter arising hereunder and under the any other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Agent but shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall not be discharged from all any liabilities for its actions as Agent prior to the date of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)discharge. The fees payable by the Borrower to a Such successor Agent shall be as agreed between promptly specify by notice to the Borrower its principal office referred to in Section 2.1 and such successorSection 2.2 hereof. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 8 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States of America, unreasonably withheld or an Affiliate of any such bank with an office in the United States of Americadelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 ninety (90) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a reputable bank or financial institution as a successor Agent meeting the qualifications set forth aboveAgent; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of itself and the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 9, Section 2.10.8 [Indemnity], Section 4.7 [Taxes], Section 4.7.3 [Indemnification by the Borrower], and Section 8.04 10.3 [Reimbursement and Indemnification of Lenders by the Borrower; Taxes] shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. 102 If PNC Bank resigns as Agent under this Section 9.6, PNC Bank shall also resign as the issuer of Letters of Credit and the Swing Loan Lender. Upon the appointment of a successor Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC Bank as the retiring and Agent and PNC Bank shall be discharged from all of its respective duties and obligations as the issuer of Letters of Credit and the Swing Loan Lender and Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC Bank, as the Agent, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC Bank to effectively assume the obligations of PNC Bank with respect to such Letters of Credit.

Resignation of Agent. The (a) Each Agent may at any time give notice of its resignation to the Lenders and the BorrowerDesignated Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingDesignated Company, to appoint a successor, which (i) shall be a bank with an office in the United States of Americaor England and Wales, or an Affiliate of any such bank with an office in the United States or England and Wales and (ii) for the Administrative Agent, shall be a commercial bank or other financial institution having assets in excess of America$1,000,000,000. If no such 967770.02F-CHISR1034077.05-CHISR01A - MSW 231 successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; , provided that if the Agent shall notify the Borrower Designated Company and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Co-Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Co-Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article ARTICLE X and Section 8.04 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower right (so long as no Event of Default has shall have occurred and is be continuing, in consultation with the Borrower) to appoint a successor, which shall be a bank with an office in New York City, the United States State of AmericaNew York, or an Affiliate of any such bank with an office in New York City, the United States State of AmericaNew York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and hereunder, under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and under the other Transaction Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender the Lenders directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder or under the Security Agreement and the Pledge Agreement, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or hereunder, under the other Loan Documents and the other Transaction Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and hereunder, under the other Loan Documents and the other Transaction Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties related parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and the Borrower, and any Agent may be removed at any time by the Required Lenders (with a prior written notice to the Borrower). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing(such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignationresignation or after the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint appoint, or petition a court to appoint, a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and under the other Loan Documents (except surplus that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionnot less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall shall, subject to the final sentence of this Section 8.07, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightappoint a successor Agent which shall be reasonably satisfactory to Borrower, with the consent provided that no approval of the Borrower so long as no shall be required during the continuance of an Event of Default has occurred and is continuing, to appoint a successor, or of an event which shall with the passage of time or giving of notice or both would be a bank with an office in the United States Event of America, or an Affiliate of any such bank with an office in the United States of AmericaDefault. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; which shall be a Lender which has a combined capital and surplus of at least $50,000,000 and which shall be reasonably satisfactory to Borrower, provided that no approval of the Borrower shall be required during the continuance of an Event of Default or of an event which with the passage of time or giving of notice or both would be an Event of Default. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties if the Agent shall notify the Borrower retiring Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 ss.12 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent.

Resignation of Agent. The Agent may at any time give notice of its resignation to the Lenders Lenders, and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States of America, unreasonably withheld or an Affiliate of any such bank with an office in the United States of Americadelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 ninety (90) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a reputable bank or financial institution as a successor Agent meeting the qualifications set forth aboveAgent; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of itself and the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 9, Section 2.10.8 [Indemnity], Section 4.7 [Taxes], Section 4.7.3 [Indemnification by the Borrower], and Section 8.04 10.3 [Reimbursement and Indemnification of Lenders by the Borrower; Taxes] shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. If PNC Bank resigns as Agent under this Section 9.6, PNC Bank shall also resign as the issuer of Letters of Credit and the Swing Loan Lender. Upon the appointment of a successor Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC Bank as the retiring and Agent and PNC Bank shall be discharged from all of its respective duties and obligations as the issuer of Letters of Credit and the Swing Loan Lender and Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC Bank, as the Agent, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC Bank to effectively assume the obligations of PNC Bank with respect to such Letters of Credit.

Resignation of Agent. The Each Agent may at any time upon 30 days’ advance written notice give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingBorrower, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates; provided, in each case, that such successor is a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch described in Treasury Regulation Section 1.1441-1(b)(2)(iv). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 8.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Resignation of Agent. The (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, (which consent shall not be unreasonably withheld) shall have the right to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and consented to by the Borrower and no successor Administrative Agent shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth aboveAdministrative Agent; provided that provided, however, if the failure to do so was not a result of the failure by the Borrower to consent to any appointment, the Borrower shall retain the right to consent. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, remedies, powers, privileges, duties and obligations of the retiring Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and obligations, under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Article and Section 8.04 XV shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Administrative Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent, as provided below, Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders Lending Parties and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders Lending Parties shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successorsuccessor Agent, which shall must be a bank with an office in the United States of America, or an Affiliate of any such bank with an office located in the United States of America. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the LendersLending Parties, appoint a successor agent which must be located in the United States of America. The Lending Parties or the retiring Agent, as the case may be, shall upon the appointment of a successor agent promptly so notify the Company. Upon the acceptance of any appointment as Agent meeting the qualifications set forth above; provided that if the hereunder by a successor agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice retiring Agent and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, except for any liability arising from gross negligence or willful misconduct prior to such successor shall succeed to and become vested with all discharge as determined by a court of the rightscompetent jurisdiction in a final, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successornonappealable order. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 8.04 Agreement shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. The Each Agent may resign at any time give upon thirty days’ notice of its resignation to by notifying the Lenders and Borrower, and any Agent may be removed at any time by the BorrowerRequired Lenders (with a prior written notice to Xxxxxxxx). Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing(such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Agent. If no such successor shall have been so appointed by the Required Lenders and approved by Xxxxxxxx and shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives notice of its resignationresignation or after the Administrative Agent’s removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties a Lender with an office in New York, New York, an Affiliate of a Lender or a financial institution with an office in New York, New York having a combined capital and obligations hereunder and under the other Loan Documents (except surplus that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionnot less than $250,000,000. Upon the acceptance of a successor’s its appointment as Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 8.07). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 9.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent.

Resignation of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the BorrowerBorrower Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrower so long as no Event of Default has occurred and is continuingAgent, to appoint a successor, which shall be a bank with an office in the United States of AmericaStates, or an Affiliate of any such bank with an office in the United States of AmericaStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the LendersLenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower Agent and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.of

Resignation of Agent. The Agent may at any time give resign as Agent upon thirty (30) days’ notice of its resignation to the Lenders and Liquidity Banks. If the Borrower. Upon receipt of any such notice of resignationAgent resigns under this Agreement, the Required Lenders Majority Liquidity Banks shall have appoint from among them a successor agent for the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of AmericaLiquidity Banks. If no such successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf effective date of the Lendersresignation of the Agent, appoint the Agent may appoint, after consulting with the Liquidity Banks, a successor Agent meeting agent from among the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionLiquidity Banks. Upon the acceptance of a successor’s its appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successorterminated. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article Section 8.9 and Section 8.04 8.3 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of them while resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall perform all of the duties of the Agent was acting hereunder until such time, if any, as the Majority Liquidity Banks appoint a successor agent as provided for above. It is understood and agreed that any resignation of the Agent pursuant to this Section 8.9 shall apply to all of such Agent’s rights, duties and obligations in its capacity as Agent and that under no circumstances may the Agent resign with respect to only a portion of such rights, duties and obligations, including with respect to any Advance funded in any Currency.

Resignation of Agent. The (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time give by notice of its resignation to the DIP Lenders and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, Instructing Group with the consent of Borrowers (which consent shall not be unreasonably withheld) shall have the Borrower so long as no Event of Default has occurred and is continuing, right to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of Americasuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Lenders Instructing Group and consented to by the Borrowers and no successor Administrative Agent shall have accepted such appointment within 45 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the DIP Lenders, appoint a successor Agent meeting Administrative Agent; provided, however, if the qualifications set forth abovefailure to do so was not a result of the failure by Borrowers to consent to any appointment, Borrowers shall retain the right to consent; provided further, that if the failure to do so was not a result of the failure of the Instructing Group to appoint such successor, the Instructing Group shall obtain the right to consent to such successor. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, remedies, powers, privileges, duties and obligations of the retiring Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and obligations, under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Article and Section 8.04 ARTICLE XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Administrative Agent.

Resignation of Agent. The (a) Agent may resign at any time give by delivering notice of its such resignation to the Lenders and Borrower, effective on the Borrowerdate set forth in such notice or, if no 50 such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 13.9. Upon receipt of If Agent delivers any such notice, Lenders shall have the right to appoint a successor Agent. If, after thirty (30) days after the date of retiring Agent’s notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default successor Agent has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no such successor shall have been so appointed by the Required Lenders and shall have that has accepted such appointment within 45 days after the retiring Agent gives notice of its resignationappointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentfrom among Lenders. (b) Effective immediately upon its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, (ii) Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent shall continue no longer have the benefit of any provision of any Loan Document other than with respect to hold any actions taken or omitted to be taken while such collateral security until retiring Agent was, or because such time Agent had been, validly acting as Agent under the Loan Documents and (iv) the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be as agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.. 13.10

Resignation of Agent. The Agent may If at any time give notice the Agent deems it advisable, in its sole discretion, it may submit to each of the Banks a written notification of its resignation as Agent under this Agreement, such resignation to be effective on the Lenders and thirtieth day after the Borrowerdate of such notice. Upon receipt of any such notice of resignationIf the Agent resigns hereunder, the Required Lenders Borrowers shall have the rightright to appoint, with the consent prior written approval of the Borrower so long as no Banks, which approval shall not be unreasonably withheld, a successor Agent hereunder, provided, however that upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Banks shall have the right to appoint a successor, which such successor Agent hereunder. The successor Agent shall be a commercial bank with an office in organized under the laws of the United States of America, America or an Affiliate of any such bank with an office in the United States State thereof and having a combined capital and surplus of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionat least $100,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) AgentAgent hereunder, and the retiring Agent shall be discharged from all of its any further duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Agreement. The fees payable by Borrowers and the Borrower Banks agree to a successor Agent execute such documents as shall be as agreed between the Borrower and necessary to effect such successorappointment. After the retiring Agent’s 's resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 8.04 paragraph 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent was under this Agreement. If at any time hereunder there shall not be a duly appointed and acting as Agent, each of the Borrowers agrees to make each payment due hereunder and under the Notes directly to the Banks entitled thereto.