Common use of Resignation of Agents Clause in Contracts

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Lenders, the other Agents and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with approval from the approval of the Lead Borrower (as so long as no Event of Default then existshas occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the such retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral such retiring Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 that, in the case of resignation by the Collateral Agent, in the case of any Collateral collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer the Issuing Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security 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 a retiring Administrative Agent shall instead be made by or to each Lender and each L/C Issuer the Issuing Lenders directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 10.6). The fees payable by the Borrowers Borrower to a successor Administrative 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 Section 10.6 and Section 10.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as Swingline Lender and as an Issuing Lender. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Issuing Lender and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Participation Advances pursuant to Section 2.10.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the Borrower shall repay any outstanding Swing Loans on or prior to the effective date of such resignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such Swing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.11 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Issuing Lender, Administrative Agent and Collateral Agent hereunderand PNC shall be discharged from all of its respective duties and obligations as Swingline Lender and Issuing Lender, Administrative Agent and Collateral 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 arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Resignation of Agents. Any (a) The Administrative Agent and the Collateral Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lender Parties and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United StatesNew York City, or an Affiliate of any such bank financial institution with an office in the United StatesNew York City. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Party Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lender Parties, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if . In addition and without any obligation on the Administrative part of the retiring Agent to appoint, on behalf of the Lender Parties, a successor Agent, the retiring Agent may at any time upon or after the Collateral Agent shall end of the Lender Party Appointment Period notify the Lead Borrower and the Lenders Lender Parties that no qualifying Person has accepted appointment as successor Agent and the effective date of such appointment within 60 days after retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent gives notices of its resignation, then such Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security 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 Administrative such Agent shall instead be made by or to each Lender and each L/C Issuer Party directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph and all Collateral held by the Collateral Agent shall be surrendered to a Lender Party selected by the Required Lenders. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrowers Borrower to a successor Administrative 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 10.04 X shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective 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 Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Borrowers and the Lead BorrowerSecured Parties. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrowers, to appoint a successor, which shall be a bank with an office in the United States, another Person or an Affiliate of any a Lender to succeed such bank with an office in the United StatesAgent. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Secured Parties, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral retiring Agent shall notify the Lead Borrower Borrowers and the Lenders Secured Parties that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 if the case of any Collateral held by retiring Agent is the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan DocumentsAgent, the retiring Collateral Agent shall continue to hold such collateral security any Collateral held by it on behalf of the Secured Parties under any of the Loan Documents until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative such Agent shall instead be made by or to each Lender and each L/C Issuer the relevant Obligor or Secured Party directly, until such time as the Required Lenders appoint a successor Administrative Agent is appointed as provided for above in this SectionSection 11.6. Upon the acceptance of a successor’s appointment as Administrative an Agent or Collateral Agent, as applicable, 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 and under the any other Loan Documents Document (if not already discharged therefrom as provided above above), and the retiring Agent shall cooperate in this Section)good faith to effectuate the transfer of its role to the successor Agent, including the execution and delivery of such assignments, modifications, documents, certificates and further assurances as such successor Agent may reasonably request. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article ARTICLE 12, ARTICLE 5 and Section 10.04 11.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative an Agent. In addition, if any Lender serving as an Agent is or Collateral becomes a Delinquent Lender, the Majority Lenders or (so long as no Default or Event of Default has then occurred and is continuing) the Borrowers, may, but shall not be obligated to, require the resignation of such Agent hereunderin accordance with the terms of this Section 11.6; provided that such Agent shall not be required to resign if, as a result of the expiry of the Delinquent Period prior thereto, the circumstances entitling the Majority Lenders or the Borrowers to require such resignation cease to apply.

Resignation of Agents. Any Agent The Agents may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower, including the effective date of such resignation which may be not less than 30 days from the date of such notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with the approval consent of the Lead Borrower (as long as no at all times other than during the existence of an Event of Default then exists(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, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agents give notice of its their resignation, then the retiring Agent Agents may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or and Collateral Agent, as applicable, Agent meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent Agents shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent Agents shall be discharged from its their duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer 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 Administrative Agent or and Collateral Agent, as applicable, 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 Collateral Agent, and the retiring Administrative Agent and Collateral Agent shall be discharged from all of its their respective 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 Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 11.04 shall continue in effect for the benefit of such retiring Administrative Agent and Collateral Agent, its their respective 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 and Collateral Agent was acting as Administrative Agent or and Collateral Agent hereunderAgent.

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead BorrowerParent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Parent, to appoint a successor, which which, in the case of any Agent, shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Parent (whose consent shall not be unreasonably withheld or delayed), and in the case of the Canadian Agent, shall be a financial institution that is listed on Schedule I, II or III of the Bank Act (Canada), has received an approval to have a financial establishment in Canada pursuant to Section 522.21 of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada) and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Canadian Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Canadian Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Canadian Agent shall notify the Lead Borrower Parent and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent such Person on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent or Canadian Agent, as applicable, shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent or Canadian Agent, as applicable, is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Canadian Agent, as applicable, shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent or Canadian Agent, as applicable, as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Canadian Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative Agent or Canadian Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Parent and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 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 Administrative Agent or Collateral Canadian Agent hereunder.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as with, so long as no Event of Default then existshas occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as Lenders, with, so long as no Event of Default then existshas occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative an Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.07. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Borrowers Borrower to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C the LC Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to the Lead Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)LC Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 held by the Collateral Agent on behalf of the Lenders or each L/C the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C the LC Issuer 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 Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring LC Issuer and Swing Line Lender, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor LC 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 LC Issuer to effectively assume the obligations of the retiring LC Issuer with respect to such Letters of Credit.

Resignation of Agents. Any Agent The Agents may at any time give written notice of its resignation to the Lenders, each the L/C Issuer Issuers and the Lead Borrower, including the effective date of such resignation which may be not less than 30 days from the date of such notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with the approval consent of the Lead Borrower (as long as no at all times other than during the existence of an Event of Default then exists(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, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Agents give notice of its their resignation, then the retiring Agent Agents may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuers, appoint a successor Administrative Agent or and Collateral Agent, as applicable, Agent meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent Agents shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Agent Agents shall be discharged from its their duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer 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 Administrative Agent or and Collateral Agent, as applicable, 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 Collateral Agent, and the retiring Administrative Agent and Collateral Agent shall be discharged from all of its their respective 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 Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 11.04 shall continue in effect for the benefit of such retiring Administrative Agent and Collateral Agent, its their respective 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 and Collateral Agent was acting as Administrative Agent or and Collateral Agent hereunderAgent.

Resignation of Agents. Any The Administrative Agent and/or Syndication Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with approval from the approval of the Lead Borrower (as so long as no Event of Default then existshas occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Administrative Agent and/or Syndication Agent gives notice of its resignation, then the retiring Administrative Agent and/or Syndication Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Lender, appoint a successor Administrative Agent or Collateral Agent, as applicable, and/or Syndication Agent meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral and/or Syndication Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Administrative Agent and/or Syndication Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each L/C Issuer the Issuing Lender under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, and/or Syndication 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/or Syndication Agent, and the retiring Administrative Agent and/or Syndication 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 10.6). The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s and/or Syndication Agent resignation hereunder and under the other Loan Documents, the provisions of this Article Section 10.6 and Section 10.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative Agent and/or Syndication Agent, its their 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 and/or Syndication Agent was acting as Administrative Agent and/or Syndication Agent, as applicable. If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an Issuing Lender. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Issuing Lender and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or Collateral fund risk participations in Letter of Credit Borrowings pursuant to Section 2.10.3 [Participations, Disbursements, Reimbursement]. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its respective duties and obligations as Issuing Lender and Administrative 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. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Resignation of Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Agent may resign at any time give written notice of its resignation to by notifying the Lenders, each L/C Issuer the Issuing Banks and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Banks, appoint a successor Administrative Agent which shall be a bank organized under the laws of the United States or Collateral any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 10.04 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Parent Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral such Agent shall notify the Lead Parent Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral such Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative such Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative an Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead 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 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 Administrative such Agent. Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or Collateral Agent hereunderfund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrowers of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer Issuers and the Lead U.S. Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as with, so long as no Event of Default then existshas occurred or is continuing, the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead U.S. Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative an Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.07. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead U.S. Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 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. Any resignation by Barclays Bank PLC as Administrative Agent or Collateral pursuant to this Section 9.07 shall also constitute its resignation as the L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) 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 Agents. Any The Revolving/TLA Administrative Agent may at any time give written notice of its resignation to the Revolving Lenders, the Term A Lenders, the Issuing Lenders, the other Agents and the Borrower. The TLB Administrative Agent may at any time give notice of its resignation to the Term B Lenders, the other Agents and the Borrower. The Collateral Agent may at any time give notice of its resignation to the Lenders, each L/C Issuer the Issuing Lenders, the other Agents and the Lead Borrower. Upon receipt of any such notice of resignation, Required Class Lenders with respect to each Class represented by such Agent (or in the case of a resignation by the Collateral Agent, the Required Lenders Lenders) shall have the right, subject to with approval from the approval of the Lead Borrower (as so long as no Event of Default then existshas occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor to the applicable retiring Agent shall have been so appointed by the Required Class Lenders of each applicable Class (or in the case of a resignation by the Collateral Agent, the Required Lenders) and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the such retiring Agent may on behalf of the applicable Lenders and each Land, if the retiring Agent is the Revolving/C Issuer with TLA Administrative Agent, the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Lender, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral such retiring Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 that, in the case of a resignation by the Collateral Agent, in the case of any Collateral collateral security held by the Collateral Agent on behalf of the Lenders or each Lthe Revolving/C Issuer TLA Administrative Agent on behalf of the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security 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 Administrative such retiring Agent shall instead be made by or to each applicable Lender and each Land, if the retiring Agent is the Revolving/C Issuer TLA Administrative Agent, the Issuing Lender directly, until such time as the Required Class Lenders of each applicable Class with respect to such retiring Agent appoint a successor Administrative Agent as provided for above in this SectionSection 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 10.6). The fees payable by the Borrowers Borrower to a successor Administrative 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 Section 10.6 and Section 10.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. If PNC resigns as Revolving/TLA Administrative Agent under this Section 10.6, PNC shall also resign as Swingline Lender and as an Issuing Lender. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Issuing Lender and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Participation Advances pursuant to Section 2.9.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the Borrower shall repay any outstanding Swing Loans on or prior to the effective date of such resignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such Swing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.10 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Revolving/TLA Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Issuing Lender, Revolving/TLA Administrative Agent and Collateral Agent hereunderand PNC shall be discharged from all of its respective duties and obligations as Swingline Lender and Issuing Lender, Revolving/TLA Administrative Agent and Collateral 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 arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Resignation of Agents. Any The Administrative Agent and the Other Agents may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon receipt of any such notice resignation of resignationthe Administrative Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then exists)exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then exists)exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent which shall be any Lender hereunder or Collateral Agent, any commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral hereunder, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Administrative Agent under the Credit Documents; and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, 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 thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Other Agent, as applicable, 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 Borrowers to a successor Administrative 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 Documentscase may be, the provisions of this Article X and Section 10.04 all protective provisions of the other Credit Documents 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 it was acting as Administrative Agent or Collateral Agent hereunderOther Agent, as the case may be.

Resignation of Agents. Any The Administrative Agent and the Other Agents may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerCompany. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon receipt of any such notice resignation of resignationthe Administrative Agent or any Other Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then exists)exist, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successorsuccessor Administrative Agent or Other Agent, which shall be a bank with an office in as the United States, or an Affiliate of any such bank with an office in the United Statescase may be. If no such successor Administrative Agent or Other Agent, as the case may be, shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s or Other Agent’s giving of notice of its resignation, then the retiring Administrative Agent or Other Agent, as the case may be, may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then exists)exist, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Other Agent, as applicablethe case may be, meeting which shall be any Lender hereunder or any commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or the Collateral Other Agent hereunder, such successor Administrative Agent or Other Agent, as the case may be, shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Administrative Agent or Other Agent, as the case may be, under the Credit Documents, and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Administrative Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring or Other Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Other Agent, as applicable, 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 Borrowers to a successor Administrative 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 Documentscase may be, the provisions of this Article 9 and Section 10.04 all protective provisions of the other Credit Documents 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 it was acting as Administrative Agent or Collateral Agent hereunderOther Agent, as the case may be.

Resignation of Agents. Any The Administrative Agent and/or Syndication Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Lender and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with approval from the approval of the Lead Borrower (as so long as no Event of Default then existshas occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Administrative Agent and/or Syndication Agent gives notice of its resignation, then the retiring Administrative Agent and/or Syndication Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Lender, appoint a successor Administrative Agent or Collateral Agent, as applicable, and/or Syndication Agent meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral and/or Syndication Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Administrative Agent and/or Syndication Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each L/C Issuer the Issuing Lender under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, and/or Syndication 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/or Syndication Agent, and the retiring Administrative Agent and/or Syndication Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s and/or Syndication Agent resignation hereunder and under the other Loan Documents, the provisions of this Article Section 10.6 and Section 10.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative Agent and/or Syndication Agent, its their 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 and/or Syndication Agent was acting as Administrative Agent or Collateral and/or Syndication Agent, as applicable. If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an Issuing Lender; provided that if there are any Letters of Credit outstanding with PNC as the Issuing Lender at the time of PNC’s resignation as the Administrative Agent, notwithstanding any provision to the contrary in the foregoing paragraph, PNC’s resignation as the Issuing Lender shall not be effective until a successor Administrative Agent has been appointed and the provisions of clause (ii) in the following sentence have been satisfied. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its respective duties and obligations as Issuing Lender and Administrative 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. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with the approval consent of the Lead Borrower (as long as no absent the existence of a Default or an Event of Default then existsDefault), 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, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, in consultation with the Lead Borrower (absent the existence of a Default or an Event of Default), on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then the resigning Agent may apply to a court of competent jurisdiction for the appointment of a new Administrative Agent or Collateral Agent, as applicable, provided, further, that such resignation shall nonetheless not become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender the Collateral Agent, as applicable, is appointed and each L/C Issuer directly, until has accepted such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionappointment. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo Retail Finance, LLC as Administrative Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo Retail Finance, LLC as Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender, and (b) the retiring Swing Line Lender shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, Lender or an Affiliate of any such bank with Lender (having a combined capital and surplus of at least [__________]*), and which in the case of the Administrative Agent shall have an office in the United StatesNew York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days [__________]* after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative such Agent shall instead be made by or to each Lender and each L/C Issuer directly, directly until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 10.04 9.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents subagents 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 or Collateral Agent hereunderAgent. *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that that, if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer 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 Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder.. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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. 115

Resignation of Agents. Any The Administrative Agent and the Collateral Agent may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Any resignation of the Administrative Agent or the Collateral Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon receipt of any such notice resignation of resignationthe Administrative Agent or any Collateral Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then exists)exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successorsuccessor Administrative Agent or Collateral Agent, which shall be a bank with an office in as the United States, or an Affiliate of any such bank with an office in the United Statescase may be. If no such successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s or Collateral Agent’s giving of notice of its resignation, then the retiring Administrative Agent or Collateral Agent, as the case may be, may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then exists)exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicablethe case may be, meeting which shall be any Lender hereunder or any commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or the Collateral Agent hereunder, such successor Administrative Agent or Collateral Agent, as the case may be, shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, under the Credit Documents, and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Administrative Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring or Collateral Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 Documentscase may be, the provisions of this Article 9 and Section 10.04 all protective provisions of the other Credit Documents 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent, as the case may be.

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead BorrowerParent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Parent, to appoint a successor, which which, in the case of any Agent, shall be a bank with an office in the United States, or an a Affiliate of any such bank with an office in the United StatesStates and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Parent (whose consent shall not be unreasonably withheld or delayed), and in the case of the Canadian Agent, shall be a financial institution that is listed on Schedule I, II or III of the Bank Act (Canada), has received an approval to have a financial establishment in Canada pursuant to Section 522.21 of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada), and if such financial institution is not resident in Canada and is not deemed to be resident in Canada for purposes of the Income Tax Act (Canada), then such financial institution deals at arm’s length with each Canadian Loan Party for purposes of the Income Tax Act (Canada) and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Canadian Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Canadian Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Canadian Agent shall notify the Lead Borrower Parent and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent such Person on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent or Canadian Agent, as applicable, shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent or Canadian Agent, as applicable, is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Canadian Agent, as applicable, shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent or Canadian Agent, as applicable, as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Canadian Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative Agent or Canadian Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Parent and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 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 Administrative Agent or Collateral Canadian Agent hereunder.

Resignation of Agents. Any The Administrative Agent and the Other Agents may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerBorrowers. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon receipt of any such notice resignation of resignationthe Administrative Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then exists)exist, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then exists)exist, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent which shall be any Lender hereunder or Collateral Agent, any commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral hereunder, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Administrative Agent under the Credit Documents; and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, 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 thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Other Agent, as applicable, 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 Borrowers to a successor Administrative 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 Documentscase may be, the provisions of this Article X and Section 10.04 all protective provisions of the other Credit Documents 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 it was acting as Administrative Agent or Collateral Agent hereunderOther Agent, as the case may be.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Lenders, the other Agents and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with approval from the approval of the Lead Borrower (as so long as no Event of Default then existshas occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the such retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Xxxxxxx, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral such retiring Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 that, in the case of resignation by the Collateral Agent, in the case of any Collateral collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer the Issuing Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security 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 a retiring Administrative Agent shall instead be made by or to each Lender and each L/C Issuer the Issuing Lenders directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 10.6). The fees payable by the Borrowers Borrower to a successor Administrative 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 Section 10.6 and Section 10.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as Swingline Lender and as an Issuing Lender. If PNC resigns as an Issuing Xxxxxx, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Xxxxxxx Xxxxxx and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Participation Advances pursuant to Section 2.10.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the Borrower shall repay any outstanding Swing Loans on or prior to the effective date of such resignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such Swing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.11 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Xxxxxxx Xxxxxx, Administrative Agent and Collateral Agent hereunderand PNC shall be discharged from all of its respective duties and obligations as Swingline Lender and Issuing Lender, Administrative Agent and Collateral 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 arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Resignation of Agents. Any The Collateral Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Administrative Agent and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders Collateral Agent shall have the right, subject right to the approval appoint a successor that is (i) one of the Lead Borrower Arrangers or Bookrunners (each as long as no Event of Default then exists), to appoint a successor, which shall be a bank with an office defined in the United States, or an Affiliate of any such bank with an office in CEI Credit Agreement) under the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf CEI Credit Agreement as of the Lenders and each L/C Issuer with Amendment No. 1 Effective Date, (ii) the approval of the Lead Borrower (Person serving as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders (iii) any other Person that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held is approved by the Collateral Agent on behalf Borrower in its sole discretion; provided such approval by the Borrower shall not be required following a Replacement Exercise of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionRemedies. Upon the acceptance of a successor’s appointment as Administrative Collateral Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral 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 10.6). The fees payable by the Borrowers Borrower to a successor Administrative Collateral Agent (unless the successor is the Initial Lender or any of its Affiliates) shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 10.6 and Section 10.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Collateral 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 Collateral Agent was acting as Collateral Agent. Except with the consent of the Collateral Agent (which the Collateral Agent may withhold at its sole discretion) and, except following a Replacement Exercise of Remedies, the Borrower (which the Borrower may withhold in its sole discretion), the Administrative Agent may not resign or retire. To the extent any such resignation or retirement occurs with the consent of the Collateral Agent hereunder(and, prior to a Replacement Exercise of Remedies, the Borrower) referred to in the immediately preceding sentence, the procedures for the resignation, retirement and replacement of the Administrative Agent shall be satisfactory in all respects to the Collateral Agent and, except following a Replacement Exercise of Remedies, the Borrower. Any Person that succeeds to or replaces the Administrative Agent shall be satisfactory to the Collateral Agent in its sole discretion and, except following a Replacement Exercise of Remedies, the Borrower in its sole discretion.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, subject to the approval reasonable consent of the Lead Borrower (as long as no such consent (i) not to be unreasonably withheld or delayed and (ii) not to be required after the occurrence and during the continuance of an Event of Default then existsunder Section 7.01(a) or Section 7.01(i)), to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, with the consent of the Borrower (to the extent the Borrower’s consent would be required above) meeting the qualifications set forth above; provided that if . In addition and without any obligation on the Administrative part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the Collateral Agent shall end of the Lender Appointment Period notify the Lead Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the Effective Date of such appointment within 60 days after retiring Agent’s resignation. Upon the resignation Effective Date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent gives notices of its resignation, then such Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Administrative Agent or Collateral Agent, as the case may be, hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security 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 Administrative such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Requisite Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as applicablethe case may be, 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 as an Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrowers Borrower to a successor Administrative 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 10.04 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent, as the case may be. Any resignation by DBTCA as the Administrative Agent pursuant to this Section shall also constitute its resignation as Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer and Swing Line Lender, (b) the retiring Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor 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 Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders (and each L/C Issuer with the approval of the Lead Borrower (as so long as no Event of Default then exists)has occurred and is continuing, with the written consent of the Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided provided, that if whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Administrative Agent or Resignation Effective Date. If no such successor shall have been so appointed by the Collateral Agent Required Lenders and shall notify the Lead Borrower and the Lenders that no qualifying Person has have accepted such appointment within 60 30 days after (or such earlier day as shall be agreed by the retiring Agent gives notices of its resignationRequired Lenders) (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 (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer 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 Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredremoved) AgentAgent (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) 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 Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring (or removed) Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent hereunder.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral such Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral such Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative such Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative an Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 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 such Agent. Any resignation by Bank of America as Administrative Agent or and/or Collateral Agent pursuant to this Section shall also constitute its resignation 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 Agents. Any Agent or the Canadian Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which which, in the case of any Agent, shall be a bank with an office in the United States, or an a Lender Affiliate of any such bank with an office in the United StatesStates and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed), and in the case of the Canadian Agent, shall be a financial institution that is listed on Schedule I, II or III of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada), and if such financial institution is not resident in Canada and is not deemed to be resident in Canada for purposes of the Income Tax Act (Canada), then such financial institution deals at arm’s length with each Canadian Loan Party for purposes of the Income Tax Act (Canada) and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Canadian Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent or Canadian Agent, as applicable, gives notice of its resignation, then the retiring Agent or Canadian Agent, as applicable, may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent, Canadian Agent or Co-Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent, the Canadian Agent or the Co-Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent or Canadian Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent such Person on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent or Canadian Agent, as applicable, shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent or Canadian Agent, as applicable, is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Canadian Agent, as applicable, shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent or Canadian Agent, as applicable, as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent, Canadian Agent or Co-Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent or Canadian Agent, as applicable, and the retiring Agent or Canadian Agent, as applicable, 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 Borrowers to a successor Administrative Agent or Canadian Agent, as applicable, 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 or Canadian Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent or Canadian Agent, as applicable, 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 Agent, or Canadian Agent, or Co-Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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. Any resignation by Bank of America-Canada Branch as Canadian Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Canadian Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agents. Any The Administrative Agent and the Collateral Agent may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice resignation of resignationthe Administrative Agent or any Collateral Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then existsexist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall have the right to appoint a successorsuccessor Administrative Agent or Collateral Agent, which shall be a bank with an office in as the United States, or an Affiliate of any such bank with an office in the United Statescase may be. If no such successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s or Collateral Agent’s giving of notice of its resignation, then the retiring Administrative Agent or Collateral Agent, as the case may be, may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then existsexist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as applicablethe case may be, meeting which shall be any Lender hereunder or any commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or the Collateral Agent hereunder, such successor Administrative Agent or Collateral Agent, as the case may be, shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, under the Credit Documents. Whether or not a successor Administrative Agent or Collateral Agent shall have been so appointed, the resignation of the Administrative Agent or Collateral Agent shall become effective on the date specified in its notice of resignation, and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Administrative Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring or Collateral Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 Documentscase may be, the provisions of this Article 9 and Section 10.04 all protective provisions of the other Credit Documents shall thereafter continue in effect for the 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent, as the case may be.

Resignation of Agents. Any The Collateral Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Administrative Agent and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders Collateral Agent shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office successor that is (i) one of the Bookrunners (as defined in the United States, or an Affiliate of any such bank with an office in CEI Credit Agreement) under the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf CEI Credit Agreement as of the Lenders and each L/C Issuer with Closing Date, (ii) the approval of the Lead Borrower (Person serving as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders (iii) any other Person that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held is approved by the Collateral Agent on behalf Borrower in its sole discretion; provided such approval by the Borrower shall not be required following a Replacement Exercise of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionRemedies. Upon the acceptance of a successor’s appointment as Administrative Collateral Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral 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 10.6). The fees payable by the Borrowers Borrower to a successor Administrative Collateral Agent (unless the successor is the Initial Lender or any of its Affiliates) shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 10.6 and Section 10.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Collateral 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 Collateral Agent was acting as Collateral Agent. Except with the consent of the Collateral Agent (which the Collateral Agent may withhold at its sole discretion) and, except following a Replacement Exercise of Remedies, the Borrower (which the Borrower may withhold in its sole discretion), the Administrative Agent may not resign or retire. To the extent any such resignation or retirement occurs with the consent of the Collateral Agent hereunder(and, prior to a Replacement Exercise of Remedies, the Borrower) referred to in the immediately preceding sentence, the procedures for the resignation, retirement and replacement of the Administrative Agent shall be satisfactory in all respects to the Collateral Agent and, except following a Replacement Exercise of Remedies, the Borrower. Any Person that succeeds to or replaces the Administrative Agent shall be satisfactory to the Collateral Agent in its sole discretion and, except following a Replacement Exercise of Remedies, the Borrower in its sole discretion.

Resignation of Agents. Any The Administrative Agent and/or the Syndication Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successorsuccessor Administrative Agent or Syndication Agent with the prior consent of Borrower, which consent shall not be unreasonably withheld, and which successor Administrative Agent or Syndication Agent shall be a commercial bank with an office in organized under the laws of the United States, States of America or an Affiliate of any such bank with an office in the United StatesState thereof and having a combined capital and surplus of at least $100,000,000.00. If no such successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 60 thirty (30) days after the any retiring Agent gives Agent's giving of notice of its resignation, then the retiring other Agent may shall, on behalf of the Lenders and each L/C Issuer with the approval all of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Syndication Agent, as applicablethe case may be, meeting with the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent prior consent of Borrower, which consent shall notify the Lead Borrower not be unreasonably withheld, and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, 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 held by the Collateral Agent on behalf State thereof and having a combined capital and surplus of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionat least $100,000,000.00. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor Administrative Agent or Collateral Syndication Agent, as applicable, hereunder, such successor Administrative Agent or Syndication Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (Administrative Agent or retired) Syndication Agent, as the case may be, and the retiring Administrative Agent or Syndication Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successorAgreement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas an Agent, the provisions of this Article and Section 10.04 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 an Agent was acting as Administrative Agent or Collateral Agent hereunderunder this Agreement.

Resignation of Agents. Any The Administrative Agent and the Collateral Agent may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice resignation of resignationthe Administrative Agent or any Collateral Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then existsexist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall have the right to appoint a successorsuccessor Administrative Agent or Collateral Agent, which shall be a bank with an office in as the United States, or an Affiliate of any such bank with an office in the United Statescase may be. If no such successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s or Collateral Agent’s giving of notice of its resignation, then the retiring Administrative Agent or Collateral Agent, as the case may be, may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then existsexist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as applicablethe case may be, meeting which shall be any Lender hereunder or any commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or the Collateral Agent hereunder, such successor Administrative Agent or Collateral Agent, as the case may be, shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Administrative Agent or Collateral Agent, as the case may be, under the Credit Documents. Whether or not a successor Administrative Agent or Collateral Agent shall have been so appointed, the resignation of the Administrative Agent or Collateral Agent shall become effective on the date specified in its notice of resignation, and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Administrative Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring or Collateral Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 Documentscase may be, the provisions of this Article 10 and Section 10.04 all protective provisions of the other Credit Documents shall thereafter continue in effect for the 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent, as the case may be.

Resignation of Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time give written notice of its resignation to by notifying the Lenders, each L/C Issuer Issuing Bank and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with and upon the approval of the Lead Borrower (as so long as no Event of Default then existshas occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or Collateral an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article XI and Section 10.04 12.03 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Agent or the Canadian Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which which, in the case of any Agent, shall be a bank with an office in the United States, or an a Lender Affiliate of any such bank with an office in the United StatesStates and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed), and in the case of the Canadian Agent, shall be a financial institution that is listed on Schedule I, II or III of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada), and if such financial institution is not resident in Canada and is not deemed to be resident in Canada for purposes of the Income Tax Act (Canada), then such financial institution deals at arm’s length with each Canadian Loan Party for purposes of the Income Tax Act (Canada) and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Canadian Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent or Canadian Agent, as applicable, gives notice of its resignation, then the retiring Agent or Canadian Agent, as applicable, may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent, Canadian Agent or Co-Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent, the Canadian Agent or the Co-Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent or Canadian Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent such Person on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent or Canadian Agent, as applicable, shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent or Canadian Agent, as applicable, is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Canadian Agent, as applicable, shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent or Canadian Agent, as applicable, as provided for above in this SectionSection 0. Upon the acceptance of a successor’s appointment as Administrative Agent, Canadian Agent or Co-Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent or Canadian Agent, as applicable, and the retiring Agent or Canadian Agent, as applicable, 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 0). The fees payable by the Borrowers to a successor Administrative Agent or Canadian Agent, as applicable, 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 or Canadian Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 10.03 shall continue in effect for the benefit of such retiring Agent or Canadian Agent, as applicable, 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 Agent, or Canadian Agent, or Co-Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 0 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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. Any resignation by Bank of America-Canada Branch as Canadian Agent pursuant to this Section 0 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Canadian Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. Non-Reliance on Agents, Canadian Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Agents, the Canadian Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Agents or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as provided in Section 9.04, the Agents and the Canadian Agent shall not have any duty or responsibility to provide any Credit Party with any other credit or other information concerning the affairs, financial condition or business of any Loan Party that may come into the possession of the Agents or the Canadian Agent, as applicable.

Resignation of Agents. Any The Administrative Agent and the Other Agents may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon receipt of any such notice resignation of resignationthe Administrative Agent or any Other Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then exists)exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successorsuccessor Administrative Agent or Other Agent, which shall be a bank with an office in as the United States, or an Affiliate of any such bank with an office in the United Statescase may be. If no such successor Administrative Agent or Other Agent, as the case may be, shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s or Other Agent’s giving of notice of its resignation, then the retiring Administrative Agent or Other Agent, as the case may be, may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then exists)exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Other Agent, as applicablethe case may be, meeting which shall be any Lender hereunder or any commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or the Collateral Other Agent hereunder, such successor Administrative Agent or Other Agent, as the case may be, shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Administrative Agent or Other Agent, as the case may be, under the Credit Documents, and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Administrative Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring or Other Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Other Agent, as applicable, 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 Borrowers to a successor Administrative 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 Documentscase may be, the provisions of this Article 9 and Section 10.04 all protective provisions of the other Credit Documents 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 it was acting as Administrative Agent or Collateral Agent hereunderOther Agent, as the case may be.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer 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 Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral retiring Agent shall notify the Lead Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative retiring Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent, Collateral Agent or Collateral AgentPayment Agent hereunder, as applicable, 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead 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 10.04 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent, Collateral Agent or Collateral Agent hereunderPayment Agent, as applicable.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer Issuers and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as with, so long as no Event of Default then existshas occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as Issuers, with, so long as no Event of Default then existshas occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative an Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.07. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Borrowers Borrower to a successor Administrative 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 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. Any resignation by Barclays Bank PLC as Administrative Agent or Collateral pursuant to this Section 9.07 shall also constitute its resignation as an L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of a retiring L/C Issuer and Swing Line Lender, (ii) a retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C Issuer, 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 Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with the approval consent of the Lead Borrower (as long as no such consent not to be unreasonably withheld or delayed) unless an Event of Default then exists)has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesEligible Assignee. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that that, if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders (in consultation with the Lead Borrower) appoint a successor Administrative Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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. After the retiring L/C Issuer’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring L/C Issuer, 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 L/C Issuer was acting as the L/C Issuer hereunder.

Resignation of Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this Section 10.06, any Agent may resign at any time give written notice of its resignation to by notifying the LendersBanks, each L/C Issuer Issuing Bank and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders Banks shall have the right, subject to in consultation with and upon the approval of the Lead Borrower (as so long as no Event of Default then existshas occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders Banks and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or Collateral an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article X and Section 10.04 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it was acting as Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any (a) Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerRailAmerica. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United StatesNew York City, or an Affiliate of any such bank with an office in New York City and which successor shall be subject to the United Statesapproval of RailAmerica (not to be unreasonably withheld or delayed) unless an Event of Default has occurred and is continuing. If no such successor shall have been so appointed by the Required Lenders in accordance with the foregoing sentence and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if . In addition and without any obligation on the Administrative part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the Collateral Agent shall end of the Lender Appointment Period notify the Lead Borrower Borrowers and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such appointment within 60 retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent gives notices of its resignation, then such Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Credit Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security 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 Administrative an Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article and Section 10.04 13.5 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 Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C the LC Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to the Lead Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and each L/C the LC Issuer with the approval of the Lead Borrower (as and so long as no Event of Default then exists)has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth aboveabove (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided provided, that if whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent or is a Defaulting Lender pursuant to clause (d) of the Collateral Agent shall notify definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointment within 60 30 days after (or such earlier day as shall be agreed by the retiring Agent gives notices of its resignationRequired Lenders) (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 (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C the LC Issuer 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 Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredremoved) AgentAgent (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring (or removed) Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor LC Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor LC 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation of Agents. Any Either Agent may at any time give fifteen (15) days prior written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo Retail Finance, LLC as Administrative Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo Retail Finance, LLC as Swing Line Lender and Xxxxx Fargo Bank as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its 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 Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Lender and the Lead BorrowerBorrowers. Upon receipt of any such notice of resignation, the Applicable Required Lenders shall have the right, subject to the approval of the Lead Borrower with GWI’s consent (as so long as no Event of Default then exists), has occurred and is continuing) to appoint a successor, which shall be a bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia or an Affiliate of any such bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia. If no such successor shall have been so appointed by the Applicable Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Applicable Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Lender, appoint a successor Administrative Agent or Collateral Agent, as applicablewith the Applicable Borrower’s consent, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Applicable Agent shall notify the Lead Borrower Borrowers and the Applicable Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each L/C Issuer the Issuing Lender under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative such retiring Agent shall instead be made by or to each Applicable Lender and each L/C Issuer the Issuing Lender directly, until such time as the Applicable Required Lenders appoint a successor Administrative Agent as provided for above in this Section§16.6. Upon the acceptance of a successor’s appointment as Administrative an Agent or Collateral Agent, as applicable, 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§16.6). The fees payable by the Borrowers Applicable Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article §16 and Section 10.04 §§17 and 18 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Bank of America as Administrative Agent, Bank of America-Canada Branch as Canadian Agent or Collateral Bank of America as European Agent pursuant to this §16.6 shall also constitute its resignation as the Issuing Lender and Swingline Lender (including as Australian Swingline Lender). Upon the acceptance of a successor’s appointment as Administrative Agent, Canadian Agent or European Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Notwithstanding the foregoing, Bank of America, may resign as European Agent upon 30 days’ notice without the consent of the Applicable Required Lenders and the Borrowers; provided that such successor entity is Bank of America Xxxxxxx Xxxxx International Bank.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its 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 Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer Issuers and the Lead any Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as with, so long as no Event of Default then existshas occurred or is continuing, the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as Issuers, with, so long as no Event of Default then existshas occurred or is continuing, the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower MKS and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative an Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.07. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead 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 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. Any resignation by Barclays as Administrative Agent or Collateral pursuant to this Section 9.07 shall also constitute its resignation as an L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of a retiring L/C Issuer, (ii) a retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C Issuer, 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 Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer 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 Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with the approval consent of the Lead Borrower (as long as no such consent not to be unreasonably withheld or delayed) unless an Event of Default then exists)has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesEligible Assignee. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that that, if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent 140 shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders (in consultation with the Lead Borrower) appoint a successor Administrative Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 Agents. Any Subject to the appointment and acceptance of a successor Administrative Agent or Documentation Agent as provided below, the Administrative Agent or the Documentation Agent may resign at any time give by giving written notice of its resignation thereof to the Lendersother Agent, each L/C Issuer the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successorsuccessor Administrative Agent or Documentation Agent, as the case may be, which shall be a bank with Lender which has an office in New York, New York and, provided no Event of Default has occurred and is continuing, which shall be reasonably acceptable to the United StatesBorrower, such acceptance not to be unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor Administrative Agent or Documentation Agent, as the case may be, shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives Administrative Agent's or Documentation Agent's, as the case may be, giving of notice of its resignation, then the retiring Administrative Agent or Documentation Agent, as the case may be, may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Documentation Agent, as applicablethe case may be, meeting which shall be a Lender which has an office in New York, New York and, provided no Event of Default has occurred and is continuing, which shall be reasonably acceptable to the qualifications set forth above; provided that if Borrower, such acceptance not to be unreasonably withheld or delayed. The Required Lenders or the retiring Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationDocumentation 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 as the case may be, shall upon the appointment of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent or Documentation Agent, as provided for above in this Sectionthe case may be, promptly so notify the Borrower, the Guarantors and the other Lenders. Upon the acceptance of a successor’s any appointment as Administrative Agent or Collateral Documentation Agent, as applicablethe case may be, hereunderhereunder by a successor Administrative Agent or Documentation Agent, as the case may be, such successor Administrative Agent or Documentation Agent, as the case may be, shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (Administrative Agent or retired) Documentation Agent, as the case may be, and the retiring Administrative Agent or Documentation Agent, as the case may be, shall be discharged from all of its duties and obligations hereunder hereunder. After any retiring Administrative Agent's or under Documentation Agent's, as the other Loan Documents (if not already discharged therefrom case may be, resignation as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be or Documentation Agent, as 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 Documentscase may be, the provisions of this Article and Section 10.04 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 Administrative Agent or Collateral Agent hereunderDocumentation Agent, as the case may be.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C the LC Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to the Lead Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and each L/C the LC Issuer with the approval of the Lead Borrower (as and so long as no Event of Default then exists)has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth aboveabove (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided provided, that if whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent or is a Defaulting Lender pursuant to clause (d) of the Collateral Agent shall notify definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointment within 60 30 days after (or such earlier day as shall be agreed by the retiring Agent gives notices of its resignationRequired Lenders) (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 (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C the LC Issuer 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 Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredremoved) AgentAgent (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring (or removed) Agent, 118 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor LC 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Lender and the Lead BorrowerBorrowers. Upon receipt of any such notice of resignation, the Applicable Required Lenders shall have the right, subject to with the approval of the Lead Borrower U.S. Borrower’s consent (as so long as no Event of Default then exists), has occurred and is continuing) to appoint a successor, which shall be a bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia or an Affiliate of any such bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia. If no such successor shall have been so appointed by the Applicable Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Applicable Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Lender, appoint a successor Administrative Agent or Collateral Agent, as applicablewith the Applicable Borrower’s consent, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Applicable Agent shall notify the Lead Borrower Borrowers and the Applicable Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative such retiring Agent shall instead be made by or to each Applicable Lender and each L/C Issuer the Issuing Lender directly, until such time as the Applicable Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative an Agent or Collateral Agent, as applicable, 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 Borrowers Applicable Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article §16 and Section 10.04 §§17 and 18 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Bank of America as Administrative Agent, Bank of America-Canada Branch as Canadian Agent, Bank of America-London Branch as European Agent or Collateral Bank of America-Australia Branch as Australian Agent pursuant to this Section shall also constitute its resignation as the Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent, Canadian Agent, European Agent or Australian Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Resignation of Agents. Any The Administrative Agent and the Other Agents may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the 72 terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerCompany. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon receipt of any such notice resignation of resignationthe Administrative Agent or any Other Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then exists)exist, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successorsuccessor Administrative Agent or Other Agent, which shall be a bank with an office in as the United States, or an Affiliate of any such bank with an office in the United Statescase may be. If no such successor Administrative Agent or Other Agent, as the case may be, shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s or Other Agent’s giving of notice of its resignation, then the retiring Administrative Agent or Other Agent, as the case may be, may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then exists)exist, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Other Agent, as applicablethe case may be, meeting which shall be any Lender hereunder or any commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent or the Collateral Other Agent hereunder, such successor Administrative Agent or Other Agent, as the case may be, shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Administrative Agent or Other Agent, as the case may be, under the Credit Documents, and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Administrative Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring or Other Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s or Other Agent’s resignation hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Other Agent, as applicable, 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 Borrowers to a successor Administrative 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 Documentscase may be, the provisions of this Article 9 and Section 10.04 all protective provisions of the other Credit Documents 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 it was acting as Administrative Agent or Collateral Agent hereunderOther Agent, as the case may be.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United StatesNew York City, or an Affiliate of any such bank with an office in New York City and which successor shall be subject to the United Statesapproval of the Borrower (not to be unreasonably withheld or delayed) unless an Event of Default has occurred and is continuing. If no such successor shall have been so appointed by the Required Lenders in accordance with the foregoing sentence and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as Lenders, appoint, with, so long as no Event of Default then existshas occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if . In addition and without any obligation on the Administrative part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the Collateral Agent shall end of the Lender Appointment Period notify the Lead Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such appointment within 60 retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent gives notices of its resignation, then such Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Credit Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security Collateral as nominee until such time as a successor Collateral Agent is appointed), (ii) all payments and communications provided to be made by, to or through an Agent shall instead be made by or to each Lender directly and (2iii) all payments, communications and determinations provided to be made by, to or through the Administrative an Agent shall instead be made by or to each Lender and each L/C Issuer directlythe Required Lenders, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrowers Borrower to a successor Administrative 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 Credit Documents, the provisions of this Article Section 12 and Section 10.04 13.5 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 Administrative Agent (or Collateral Agent hereunderin the capacity set forth in the parenthetical in clause (i) above).

Resignation of Agents. Any Agent may resign at any time give written notice of its resignation to by notifying the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, subject to with the approval consent of the Lead Borrower (as long as no unless an Event of Default then existsshall have occurred and is continuing and provided that no consents shall be required with respect to the appointment of a Lender or an Affiliate thereof and in event shall not be unreasonably withheld, delayed or conditioned), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders Majority Xxxxxxx and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignationresignation (the “Resignation Closing Date”), then the retiring Agent may may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting . With effect from the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and Resignation Closing Date (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 collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Administrative Agent is appointed as provided for above in this Sectionabove. Upon the acceptance of its appointment as Agent hereunder by a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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)hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring an Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article XI and Section 10.04 ‎Section 12.03 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which which, in the case of any Agent (other than the Australian Security Trustee), shall be a bank with an office in the United States, or an a Lender Affiliate of any such bank with an office in the United StatesStates and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral retiring Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent such Person on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) in the event of resignation of the Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.07. Upon the acceptance of a successor’s appointment as Administrative an Agent or Collateral Agent, as applicable, hereunder, 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 9.07). The fees payable by the Borrowers to a successor Administrative 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 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 hereunder. Any resignation by Bank of America as Administrative Agent or pursuant to this Section 9.07 shall also constitute its resignation as Security Trustee, Collateral Agent and L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Security Trustee, Collateral Agent and L/C Issuer, (b) the retiring Security Trustee, Collateral Agent and 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 Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C the LC Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to the Lead Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and each L/C the LC Issuer with the approval of the Lead Borrower (as and so long as no Event of Default then exists)has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth aboveabove (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided provided, that if whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent or is a Defaulting Lender pursuant to clause (d) of the Collateral Agent shall notify definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointment within 60 30 days after (or such earlier day as shall be agreed by the retiring Agent gives notices of its resignationRequired Lenders) (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 (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C the LC Issuer 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 Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredremoved) AgentAgent (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring (or removed) 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor LC 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation of Agents. Any Either Agent may at any time give fifteen (15) days prior written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo Bank as Administrative Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo Bank as Swing Line Lender and L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its 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 Agents. Any Either Agent may resign at any time give by giving not less than thirty (30) days’ prior written notice of its resignation to the Lenders, each the L/C Issuer Issuer, the other Agent and the Lead BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrowers, to appoint a successor, which shall be a an Affiliate of the Lenders or other bank or financial institution with an office in the United States; provided that upon any resignation of Revolver Agent, or an Affiliate of any such bank with an office in Crystal Financial LLC shall have the United Statesright (but not the obligation) to become the successor Revolver Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral retiring Agent shall notify the Lead Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each and the L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 9 and Section 10.04 shall continue in effect for the benefit of such retiring Agent, Agent its sub-sub agents and their its respective Related Parties in respect of any actions taken or omitted to be taken by any of them while prior to such resignation. Any resignation by East West Bank as Revolver Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If East West Bank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Revolving Lenders to make Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent was acting as Administrative Agent L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or Collateral Agent hereunderunder the other Loan Documents, and (iii) 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 East West Bank to effectively assume the obligations of East West Bank with respect to such Letters of Credit.

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a commercial bank with an office in the United States, States or an Affiliate of any such commercial bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such ’s 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 that, in the case of any Collateral held resignation by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan DocumentsAgent, the retiring Collateral Agent shall continue to hold such collateral security any Collateral 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 Administrative retiring Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder.and

Resignation of Agents. Any The Administrative Agent and the Multicurrency Agent may each, at any time time, give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such written notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United StatesStates of America, reasonably acceptable to Borrower, or an Affiliate of any such bank with an office in the United StatesStates of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Administrative Agent or Multicurrency Agent, as applicable, gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent or Multicurrency Agent, as applicable, may (but shall not be obligated to), on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Multicurrency Agent, as applicable, reasonably acceptable to Borrower, meeting the qualifications set forth above; provided that if the Administrative Agent . Whether or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person not a successor has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (1) on the Resignation Effective Date. With effect from the Resignation Effective Date, the retiring Administrative Agent or Multicurrency Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Multicurrency Agent, as applicable, shall instead be made by or to each Lender and each L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Administrative Agent or Multicurrency Agent, as applicable, as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s 's appointment as Administrative Agent or Collateral Multicurrency Agent, as applicable, 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 or Multicurrency Agent, as applicable, and the retiring Administrative Agent or Multicurrency Agent, as applicable, 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 Borrowers Borrower to a successor Administrative Agent or Multicurrency Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s 's or Multicurrency Agent's, as applicable, resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 9.03 shall continue in effect for the benefit of such retiring Administrative Agent or Multicurrency Agent, its sub-agents as applicable, their respective 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 or Multicurrency Agent, as applicable, was acting as Administrative Agent or Collateral Multicurrency Agent, as applicable. For the avoidance of doubt, upon resignation by Branch Banking and Trust Company as Administrative Agent, Borrower's obligations under Section 5.04 to maintain Liquidity in a depository account with the Administrative Agent hereundershall mean a depository account with such successor Administrative Agent.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that that, if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer 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 Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 Agents. Any The Administrative Agent may resign at any time give by giving not less than thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such the Lenders or other bank or financial institution with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the retiring Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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). The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 9 and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their its 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 or Collateral Agent hereunderprior to such resignation.

Resignation of Agents. (a) Any Agent may resign its appointment hereunder at any time without the need to give written any reason and without being responsible for any costs associated therewith by giving notice of its resignation to the Lenders, each L/C Issuer and the Lead Borrower. Upon receipt Trustee (and in the case of any such notice of resignation, the Required Lenders shall have the right, subject to the approval resignation of the Lead Borrower Paying Agent the Paying Agent giving 30 days’ written notice) (as long as no Event of Default then existswaivable by the Issuer and the Trustee), to appoint a successor, which shall be a bank with an office provided that in the United States, or an Affiliate case of any such bank with an office in resignation of the United States. If Paying Agent no such successor resignation shall take effect until a new Paying Agent shall have been so appointed by the Required Lenders Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Following receipt of a notice of resignation from any Agent, the Issuer shall have accepted such appointment within 60 promptly give notice thereof to the Holders in accordance with Section 12.01 Such notice shall expire at least 30 days before or after any due date for payment in respect of the retiring Notes. (b) If any Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with this Section 7.12 and a replacement Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, such Agent may itself appoint as its replacement any reputable and (1) experienced financial institution or may petition a court of competent jurisdiction, with costs and expenses properly incurred by the retiring Agent in relation to such petition to be paid by the Issuer. Immediately following such appointment, the Issuer shall give notice of such appointment to the Trustee, the remaining Agents and the Holders whereupon the Issuer, the Trustee, the remaining Agents and the replacement Agent shall be discharged from its duties acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer of its remuneration for the services previously rendered hereunder and under to the other Loan Documents reimbursement of all reasonable expenses (except that including legal fees) incurred in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionconnection therewith. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder.ARTICLE 8

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 EXECUTION VERSION retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerCompany and either Agent may be removed at any time with or without cause by the Majority Lenders,. Upon receipt of any such notice of resignationresignation or removal, the Required Majority Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Company, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so Term Loan Agreement appointed by the Required Majority Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignationresignation or the Majority Lenders’ removal of the retiring Agent (such 60-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if . In addition and without any obligation on the Administrative part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the Collateral Agent shall end of the Lender Appointment Period notify the Lead Borrower Company and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such appointment within 60 days retiring Agent’s resignation or removal, which effective date shall be no earlier than three Business Days after the date of such notice, provided that any resignation of the Collateral Agent shall not become effective until appropriate steps have been taken in order to preserve the Collateral. Upon the resignation or removal effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent gives notices of its resignation, then such Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, ii) if the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) the Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative such retiring Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Majority Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, remedies, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrowers Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Company and such successor. After the retiring Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article Section 10 and Section 10.04 12.02 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 Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lending Parties and the Lead BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no with, unless an Event of Default then exists, the consent of Borrowers (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, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lending Parties, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth abovein this Section 9.06; provided that provided, that, if the Administrative Agent or the Collateral such Agent shall notify the Lead Borrower Lending Parties and the Lenders Borrowers that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral such Agent on behalf of the Lenders or each L/C Issuer any Lending Party under any of the Loan Documents, the such retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative such retiring Agent shall instead be made by or to each Lender and each L/C Issuer Lending Party 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 's appointment as Administrative Agent or Collateral Agent, as applicable, 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 or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent hereunderAgent, as applicable.

Resignation of Agents. Any The Administrative Agent and the Collateral Agent may resign at any time give and shall resign upon any removal thereof as a Lender pursuant to the terms of this Agreement upon at least thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon receipt of any such notice resignation of resignationthe Administrative Agent or the Collateral Agent, the Required Lenders shall have the rightand, subject to the approval of the Lead Borrower (as so long as no Event of Default shall then exists)exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successorsuccessor Administrative Agent or Collateral Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesas applicable. If no such successor Administrative Agent or Collateral Agent, as applicable, shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives Administrative Agent’s or Collateral Agent’s giving of notice of its resignation, then the retiring Administrative Agent may or Collateral Agent may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as and, so long as no Event of Default shall then exists)exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties and obligations any Lender hereunder and or any commercial bank organized under the other Loan Documents (except that in laws of the case United States of America or of any Collateral held by the Collateral Agent on behalf State thereof and having a combined capital and surplus of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionat least $1,000,000,000. Upon the acceptance of a successor’s its appointment as the Administrative Agent or Collateral Agent, as applicable, hereunder, such successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all of the rights, powers, privileges rights and duties of the retiring (Administrative Agent or retired) the Collateral Agent, as applicable, under the Credit Documents; and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successorthereunder. After the any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under as Administrative Agent or Collateral Agent, as the other Loan Documentscase may be, the provisions of this Article X and Section 10.04 all protective provisions of the other Credit Documents 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent, as the case may be.

Resignation of Agents. Any The Administrative Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with approval from the approval of the Lead Borrower (as so long as no Event of Default then existshas occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Lender, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each L/C Issuer the Issuing Lender under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 SectionSection 10.6). The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 10.6 and Section 10.04 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as Swingline Lender and as an Issuing Lender. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Issuing Lender and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or Collateral fund risk participations in Letter of Credit Borrowings pursuant to Section 2.9.3 [Participations, Disbursements, Reimbursement]. If PNC resigns as Swingline Lender, the Borrower shall repay any outstanding Swing Loans on or prior to the effective date of such resignation and, to the extent any Swing Loans remain outstanding as of the effective date of its resignation as Swingline Lender, PNC shall retain all the rights, powers, privileges and duties of a Swingline Lender with respect to such Swing Loans, including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.10 [Borrowings to Repay Swing Loans]. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Swingline Lender and Issuing Lender and Administrative Agent and PNC shall be discharged from all of its respective duties and obligations as Swingline Lender and Issuing Lender and Administrative 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 arrangements satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Resignation of Agents. Any The Administrative Agent and the Multicurrency Agent may each, at any time time, give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such written notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United StatesStates of America, reasonably acceptable to Borrower, or an Affiliate of any such bank with an office in the United StatesStates of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Administrative Agent or Multicurrency Agent, as applicable, gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent or Multicurrency Agent, as applicable, may (but shall not be obligated to), on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Multicurrency Agent, as applicable, reasonably acceptable to Borrower, meeting the qualifications set forth above; provided that if the Administrative Agent . Whether or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person not a successor has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (1) on the Resignation Effective Date. With effect from the Resignation Effective Date, the retiring Administrative Agent or Multicurrency Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Multicurrency Agent, as applicable, shall instead be made by or to each Lender and each L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Administrative Agent or Multicurrency Agent, as applicable, as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Multicurrency Agent, as applicable, 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 or Multicurrency Agent, as applicable, and the retiring Administrative Agent or Multicurrency Agent, as applicable, 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 Borrowers Borrower to a successor Administrative Agent or Multicurrency Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s or Multicurrency Agent’s, as applicable, resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 9.03 shall continue in effect for the benefit of such retiring Administrative Agent or Multicurrency Agent, its sub-agents as applicable, their respective sub‑agents and their respective Related Parties 107 in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or Multicurrency Agent, as applicable, was acting as Administrative Agent or Collateral Agent hereunderMulticurrency Agent, as applicable.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C the LC Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to the Lead Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and each L/C the LC Issuer with the approval of the Lead Borrower (as and so long as no Event of Default then exists)has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth aboveabove (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided provided, that if whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent or is a Defaulting Lender pursuant to clause (d) of the Collateral Agent shall notify definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointment within 60 30 days after (or such earlier day as shall be agreed by the retiring Agent gives notices of its resignationRequired Lenders) (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 (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C the LC Issuer 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 Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredremoved) AgentAgent (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring (or removed) 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America 118 resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor LC 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Lender and the Lead BorrowerBorrowers. Upon receipt of any such notice of resignation, the Applicable Required Lenders shall have the right, subject to the approval of the Lead Borrower with GWI’s consent (as so long as no Event of Default then exists), has occurred and is continuing) to appoint a successor, which shall be a bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia or an Affiliate of any such bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia. If no such successor shall have been so appointed by the Applicable Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Applicable Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Lender, appoint a successor Administrative Agent or Collateral Agent, as applicablewith the Applicable Borrower’s consent, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Applicable Agent shall notify the Lead Borrower Borrowers and the Applicable Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative such retiring Agent shall instead be made by or to each Applicable Lender and each L/C Issuer the Issuing Lender directly, until such time as the Applicable Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative an Agent or Collateral Agent, as applicable, 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 Borrowers Applicable Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article §16 and Section 10.04 §§17 and 18 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Bank of America as Administrative Agent, Bank of America-Canada Branch as Canadian Agent or Collateral Bank of America-London Branch as European Agent pursuant to this Section shall also constitute its resignation as the Issuing Lender and Swingline Lender (including as Australian Swingline Lender). Upon the acceptance of a successor’s appointment as Administrative Agent, Canadian Agent or European Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C the LC Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to the Lead Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed to by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and each L/C the LC Issuer with the approval of the Lead Borrower (as and so long as no Event of Default then exists)has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth aboveabove (provided, that in no event shall any such successor Agent be a Defaulting Lender); provided provided, that if whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent or is a Defaulting Lender pursuant to clause (d) of the Collateral Agent shall notify definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Lead Borrower and such Person remove such Person as Administrative Agent (and so long as no Event of Default has occurred and is continuing, with the written consent of the Lead Borrower, not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointment within 60 30 days after (or such earlier day as shall be agreed by the retiring Agent gives notices of its resignationRequired Lenders) (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 (as applicable) (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C the LC Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C the LC Issuer 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 Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredremoved) AgentAgent (other than as provided in Section 3.01(h) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring (or removed) 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring (or removed) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring (or removed) 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. If Bank of America resigns as an LC Issuer, it shall retain all the rights, powers, privileges and duties of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as LC Issuer and all LC Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/CLC Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring LC Issuer or Swing Line Lender, as applicable, (b) the retiring LC Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor LC 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation of Agents. Any (a) The Administrative Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer Issuers and the Lead BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with the approval written consent of the Lead Borrower Company (as long as not to be unreasonably withheld or delayed) if no Event of Default then exists)has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Administrative 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 Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and each the L/C Issuer Issuers, appoint, with the approval written consent of the Lead Borrower Company (as long as not to be unreasonably withheld or delayed) if no Event of Default then exists)has occurred and is continuing, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; , provided that if the in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person not a successor has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (1) on the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunderResignation Effective Date.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer Issuers and the Lead any Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as with, so long as no Event of Default then existshas occurred or is Table of Contents continuing, the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as Issuers, with, so long as no Event of Default then existshas occurred or is continuing, the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower MKS and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold as nominee such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative an Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.07. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) (and for the avoidance of doubt, any successor Collateral Agent shall be deemed to have actual knowledge of any Swap Agreements outstanding at such time), 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 9.07). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead 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 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. Any resignation by DBNY as Administrative Agent or Collateral pursuant to this Section 9.07 shall also constitute its resignation as an L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of a retiring L/C Issuer, (ii) a retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C Issuer, 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 Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder.

Resignation of Agents. Any Either Agent may resign at any time give written notice of its resignation to by notifying the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank bank. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with an office in the United StatesBorrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after (or such earlier day as shall be agreed by the retiring Agent gives notice of its resignation, then Required Lenders) (the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists“Removal Effective Date”), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. If the Administrative Agent, the Collateral Agent and their respective Affiliates no longer hold any First Out Obligations, Last Out Obligations or Commitments and have been paid all principal, interest, fees and other amounts then outstanding under this Agreement and the other Loan Agreements and, in connection therewith, the Last Out Loan Holders (as defined in the Agreement Among Lenders) exercise their right to require the Administrative Agent and the Collateral Agent to resign pursuant to Section 2(e) of the Agreement Among Lenders, the resignations of the Administrative Agent and the Collateral Agent shall become effective immediately. With effect from an Agent’s resignation or removal hereunder, (1) the such 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 collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer the Issuing Banks under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed; provided that in the event such resignation is required by the Last Out Loan Holders (as defined in the Agreement Among Lenders) pursuant to Section 2(e) of the Agreement Among Lenders, the resigning Collateral Agent shall deliver such collateral security to the Last Out Loan Holders (as defined in the Agreement Among Lenders) in accordance therewith) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionabove. Upon the acceptance of its appointment as Agent hereunder by a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (other than any rights to indemnity payments owed to the retiring or retired) removed Administrative Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or and under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Documents. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring an Agent’s resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article and Section 10.04 9.05 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting acted as Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerRailAmerica. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United StatesNew York City, or an Affiliate of any such bank with an office in New York City and which successor shall be subject to the United Statesapproval of RailAmerica (not to be unreasonably withheld or delayed) unless an Event of Default has occurred and is continuing. If no such successor shall have been so appointed by the Required Lenders in accordance with the foregoing sentence and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if . In addition and without any obligation on the Administrative part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the Collateral Agent shall end of the Lender Appointment Period notify the Lead Borrower Borrowers and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such appointment within 60 retiring Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent gives notices of its resignation, then such Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Credit Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Letter of Credit Issuer under any of the Loan Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security Collateral 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 Administrative an Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article Section 12 and Section 10.04 13.5 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 Administrative Agent (or Collateral Agent hereunderin the capacity set forth in the parenthetical in clause (i) above).

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder.

Resignation of Agents. Any Either Syndication Agent may resign at any time give written by giving notice of its resignation thereof to the Lendersother Agents, each L/C Issuer the Banks and the Lead Borrower. The Senior Administrative Agent and the Senior Collateral Agent may resign at any time by giving notice thereof to the other Agents, the Banks and the Borrower. Upon receipt of any such notice resignation of resignationthe Senior Administrative Agent or Senior Collateral Agent, the Required Lenders Majority Banks shall have the right, subject to the approval of the Lead Borrower with (as so long as no Event Default shall have occurred and be continuing) the consent of Default then existsthe Borrower (which shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, successor Senior Administrative Agent or an Affiliate of any such bank with an office in the United StatesSenior Collateral Agent. If no such successor Senior Administrative Agent or Senior Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders Majority Banks, and shall have accepted such appointment appointment, within 60 30 days after the retiring Senior Administrative Agent or Senior Collateral Agent, as the case may be, gives notice of its resignation, then the retiring Senior Administrative Agent or Senior Collateral Agent, as the case may be, may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Banks, appoint a successor Senior Administrative Agent or Senior Collateral Agent, as applicablethe case may be, meeting which shall be a commercial bank organized or licensed under the qualifications set forth above; provided that if laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Senior Administrative Agent or Senior Collateral Agent, as the case may be, by a successor Senior Administrative Agent or Senior Collateral Agent, as the case may be, such successor Senior Administrative Agent or Senior Collateral Agent shall notify thereupon succeed to and become vested with all the Lead Borrower rights and duties of the retiring Senior Administrative Agent or Senior Collateral Agent, and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Senior Administrative Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring or Senior Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Senior Loan Documents, the . After any 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 Senior Administrative Agent's or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Senior Collateral Agent, as applicable, 's resignation 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 Borrowers to a successor Administrative 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 10.04 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 it was acting as Senior Administrative Agent or Senior Collateral Agent hereunderAgent.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, Lender or an Affiliate of any such bank with Lender (having a combined capital and surplus of at least [__________]*), and which in the case of the Administrative Agent shall have an office in the United StatesNew York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days [__________]* after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative such Agent shall instead be made by or to each Lender and each L/C Issuer directly, directly until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 10.04 9.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub­agents 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 or Collateral Agent hereunderAgent. *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Wxxxx Fargo Retail Finance, LLC as Administrative Agent pursuant to this Section shall also constitute the resignation of Wxxxx Fargo Retail Finance LLC, as Swing Line Lender and Wxxxx Fargo Bank as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, (b) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer or Swing Line Lender 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 Agents. Any The Administrative Agent may resign at any time give by giving not less than thirty (30) days’ prior written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such the Lenders or other bank or financial institution with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the retiring Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral collateral security held by the Collateral Administrative Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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). The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 9 and Section 10.04 shall continue in effect for the 106 benefit of such retiring Administrative Agent, its sub-sub agents and their its 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 or Collateral Agent hereunderprior to such resignation.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo Bank as Administrative Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo Bank as Swing Line Lender and Xxxxx Fargo Bank as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its 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 Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerCompany and any Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such notice of resignationresignation or removal, the Required Majority Lenders shall have the right, subject to the approval of the Lead Borrower right (as so long as no Event Special Default has occurred and is continuing, with the consent of Default then existsthe Company (such consent not to be unreasonably withheld or delayed), ) to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignationresignation or the Majority Lenders’ removal of the retiring Agent (such 60-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as so long as no Event Special Default has occurred and is continuing, with the consent of Default then existsthe Company (such consent not to be unreasonably withheld or delayed), ) appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if . In addition and without any obligation on the Administrative part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the Collateral Agent shall end of the Lender Appointment Period notify the Lead Borrower Company and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such appointment within 60 days retiring Agent’s resignation or removal, which effective date shall be no earlier than three Business Days after the date of such notice, provided that any resignation of the Security Trustee shall not become effective until appropriate steps have been taken in order to preserve the Collateral. Upon the resignation or removal effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent gives notices of its resignation, then such Agent’s resignation or removal shall nonetheless become effective provided that any resignation of the Security Trustee shall not become effective until appropriate steps have been taken in accordance with such notice order to preserve the Collateral and (1i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Operative Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security 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 Administrative such retiring Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Majority Lenders appoint a successor Administrative Agent to such retiring Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, remedies, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Operative Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrowers Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Company and such successor. After the retiring Agent’s resignation or removal hereunder and under the other Loan Operative Documents, the provisions of this Article Section 11 and Section 10.04 13.02 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 Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time give written notice of its resignation to by notifying the Lenders, each L/C Issuer Issuing Bank and the Lead BorrowerBorrowers (or Borrower Representative). Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, subject to in consultation with and upon the approval of the Lead Borrower Borrowers (as so long as no Event of Default then existshas occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Bank, appoint a successor Administrative Agent which shall be a bank or Collateral commercial lender with an office in the United States of America, or an Affiliate of any such bank or commercial lender. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article XI and Section 10.04 12.03 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 it was acting as Administrative Agent or Collateral Agent hereunder.Agent. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT 101

Resignation of Agents. Any Either Agent may at any time give fifteen (15) days prior written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that that, if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer 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 Administrative Agent or Collateral Agent, as applicable, 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 9.06). The fees payable by the Borrowers to a successor Administrative 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 IX and Section 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time give written notice of its resignation to by notifying the Lenders, each L/C Issuer Issuing Bank and the Lead BorrowerBorrowers (or Borrower Representative). Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, subject to in consultation with and upon the approval of the Lead Borrower Borrowers (as so long as no Event of Default then existshas occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or Collateral an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative Agent shall be the same as those payable to its CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT predecessor unless otherwise agreed between the Lead Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article XI and Section 10.04 12.03 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Subject to the appointment and acceptance of a successor Senior Administrative Agent or Senior Collateral Agent as provided in this paragraph, the Senior Administrative Agent or the Senior Collateral Agent, as the case may be, may resign at any time give written notice of its resignation to by notifying the LendersBanks, each L/C Issuer the Swingline Banks, the Issuing Banks and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Senior Administrative Agent or Senior Collateral Agent, as the case may be, gives notice of its resignation, then the retiring Senior Administrative Agent or Senior Collateral Agent, as the case may be, may, on behalf of the Banks, the Swingline Banks and the Issuing Banks, appoint a successor Senior Administrative Agent or Senior Collateral Agent, as the case may be, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionbank. Upon the acceptance of a successor’s its appointment as Senior Administrative Agent or Senior Collateral Agent, as applicablethe case may be, hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (Senior Administrative Agent or retired) Senior Collateral Agent, as the case may be, and the retiring Senior Administrative Agent or Senior Collateral Agent, as the case may be, 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 Borrowers Borrower to a successor Senior Administrative Agent or Senior Collateral Agent, as the case may be, shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Senior Administrative Agent’s 's or Senior Collateral Agent's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article and Section 10.04 9.03 shall continue in effect for the benefit of such retiring Senior Administrative Agent or Senior Collateral Agent, as the case may be, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it was acting as Senior Administrative Agent or Senior Collateral Agent hereunderAgent, as the case may be.

Resignation of Agents. Any The Administrative Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer Issuers and the Lead BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Lead Borrower (as long as no Event of Default then exists)Company, to appoint a successor, which . Any successor Administrative Agent shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuers, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the retiring Administrative Agent or the Collateral Agent shall notify the Lead Borrower Company and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral 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 Agents hereunder) shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Any resignation by the Administrative Agent pursuant to this Section shall also constitute the resignation of each Affiliate or branch of the Administrative Agent that has been appointed in such capacity from being the London Administrative Agent or the Singapore Administrative Agent. Upon the acceptance of a successor’s 's appointment as an Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) AgentAgents, 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 Section). The fees payable by the Borrowers Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Company and such successor. After the a retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 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. Any resignation by JPMCB as Administrative Agent or Collateral pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of such retiring L/C Issuer and Swing Line Lender, (b) such retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) such 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 such L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Agents. Any Agent (which term shall, for purposes of this Section 10.6, include the Collateral Agent) may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead BorrowerAirgas. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists)in consultation with Airgas, to appoint a successor, which which, in the case of a successor U.S. Agent or Collateral Agent, shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates or, in the case of a successor Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral such Agent shall notify the Lead Borrower Airgas and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the Collateral such Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Credit Documents, 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 Administrative such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as Administrative an Agent or Collateral Agent, as applicable, 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 Borrowers Airgas to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower Airgas and such successor. After the a retiring Agent’s 's resignation hereunder and under the other Loan Credit Documents, the provisions of this Article X and Section 10.04 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 Administrative an Agent. Any resignation by Bank of America as U.S. Agent or pursuant to this Section shall also constitute its resignation as U.S. Swingline Lender, Collateral Agent (and, if applicable, as a U.S. Issuing Lender). Upon the acceptance of a successor's appointment as U.S. Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of such retiring U.S. Swingline Lender, Collateral Agent (and, if applicable, retiring U.S. Issuing Lender), (b) such retiring U.S. Swingline Lender, Collateral Agent (and, if applicable, retiring U.S. Issuing Lender) shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) if Bank of America is also a retiring U.S. Issuing Lender, the successor U.S. Issuing Lender shall issue letters of credit in substitution for the U.S. Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring U.S. Issuing Lender to effectively assume the obligations of the retiring U.S. Issuing Lender with respect to such U.S. Letters of Credit. Any resignation by BNS as Canadian Agent pursuant to this Section shall also constitute its resignation as Canadian Issuing Lender and Canadian Swingline Lender. Upon the acceptance of a successor's appointment as Canadian Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of such retiring Canadian Issuing Lender and Canadian Swingline Lender, (b) the retiring Canadian Issuing Lender and Canadian Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor Canadian Issuing Lender shall issue letters of credit in substitution for the Canadian Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Canadian Issuing Lender to effectively assume the obligations of the retiring Canadian Issuing Lender with respect to such Canadian Letters of Credit.

Resignation of Agents. Any Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time give written notice of its resignation to by notifying the Lenders, each L/C Issuer the Issuing Bank and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, subject to with the approval consent of the Lead Borrower, which consent shall not be unreasonably withheld or delayed (provided that no such consent of the Borrower (as long as no shall be required upon the occurrence and during the continuance of an Event of Default then existsunder Section 10.01(a), Section 10.01(b), Section 10.01(h) or Section 10.01(i)), to appoint a successor, which shall be a bank with an office in successor from among the United States, or an Affiliate of any such bank with an office in the United StatesLenders. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuing Bank, appoint a successor Administrative Agent from among the Lenders, or Collateral an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers Borrower to a successor Administrative 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 Documentshereunder, the provisions of this Article XI and Section 10.04 12.03 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 it was acting as Administrative Agent or Collateral Agent hereunderAgent.

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder.

Resignation of Agents. Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer resign and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties under this Indenture at any time by giving 30 days’ prior written notice (waivable by the Issuer and obligations hereunder the Trustee) of such resignation to the Trustee and under the other Loan Documents (except Issuer; provided that in the case of any Collateral held the resignation of the Paying Agent, no such resignation shall take effect until a new Paying Agent shall have been appointed by the Collateral Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Upon such notice, a successor Agent on behalf shall be appointed by the Issuer, who shall provide written notice of such to the Lenders Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or each L/C removal date specified in such notice. If the Issuer under any of is unable to replace the Loan Documentsresigning Agent within 30 days after such notice, the retiring Collateral Agent shall continue deliver any funds then held hereunder in its possession to hold the Trustee (or its designee for such collateral security until such time as a successor Collateral Agent is appointed) and (2) all paymentspurpose), communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders may appoint a successor Administrative agent; provided that such appointment be reasonably satisfactory to the Issuer and the Trustee, or may apply to a court of competent jurisdiction for the appointment of a successor Agent as provided or for above other appropriate relief. The costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in this Sectionconnection with such proceeding shall be paid by the Issuer. Upon receipt of the acceptance identity of a successor’s appointment as Administrative Agent or Collateral the successor Agent, as applicable, hereunder, such the Agent shall deliver any funds then held hereunder to the successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, less the Agent’s fees, costs and expenses or other obligations owed to the retiring Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all of its duties and further obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above arising in connection with this Section). The fees payable by the Borrowers to a successor Administrative 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 DocumentsIndenture, the provisions of this Article and Section 10.04 but shall continue in effect for to enjoy 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 Administrative Agent or Collateral Agent hereunderSection 7.06.

Resignation of Agents. Any Either Agent may at any time give written notice of its resignation to the Lenders, each the L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of in consultation with the Lead Borrower (as long as no Event of Default then exists)Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each the L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each the L/C Issuer under any of the Loan Documents, 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 Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, 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 Borrowers to a successor Administrative 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 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 Administrative Agent or Collateral Agent hereunder. Any resignation by Xxxxx Fargo Retail Finance as Administrative Agent pursuant to this Section shall also constitute the resignation of Xxxxx Fargo Retail Finance as Swing Line Lender and Xxxxx Fargo Bank as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 Agents. Any Each of the Administrative Agent and the ULCA Collateral Agent and Affiliates may at any time give written notice of its resignation to the Lenders, each L/C Issuer the Issuing Banks and the Lead BorrowerBorrower (and, if Administrative Agent and ULCA Collateral Agent at such time, upon any such resignation the other Agent shall resign concurrently). Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to with the approval consent of the Lead Borrower (as long as no not to be unreasonably withheld or delayed) unless an Event of Default then existsunder Section 7.1(a)(1), (7) or (8) is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates (which successor, if such resigning Agent is resigning in both capacities, shall act as both Administrative Agent and ULCA Collateral Agent). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and each L/C Issuer the Issuing Banks, with the approval consent of the Lead Borrower (as long as no not to be unreasonably withheld or delayed) unless an Event of Default then existsunder Section 7.1(a)(1), (7) or (8) is continuing, appoint a successor Administrative Agent or Collateral Agent, as applicable, (in the same capacity) meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral such Agent shall notify the Lead Borrower Borrower, the Lenders and the Lenders Issuing Banks that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignationappointment, 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 collateral security held by the ULCA Collateral Agent on behalf of the Lenders or each L/C Issuer Secured Parties under any of the Loan Documents, the retiring ULCA Collateral Agent shall continue to hold such collateral security until such time as a successor ULCA Collateral Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative such Agent shall instead be made by or to each Lender and each L/C Issuer Person directly, until such time as the Required Lenders appoint a successor Administrative for such Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or ULCA Collateral Agent, as applicable, Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) predecessor 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 Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the a retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 8 and Section 10.04 9.5 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 in such capacity as Administrative Agent or Collateral Agent hereunderan Agent.

Resignation of Agents. Any Each Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, subject to the approval reasonable consent of the Lead Borrower (as long as no such consent (i) not to be unreasonably withheld or delayed and (ii) not to be required after the occurrence and during the continuance of an Event of Default then existsunder Section 7.01(a) or Section 7.01(i)), to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 60 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, with the consent of the Borrower (to the extent the Borrower’s consent would be required above) meeting the qualifications set forth above; provided that if . In addition and without any obligation on the Administrative part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the Collateral Agent shall end of the Lender Appointment Period notify the Lead Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the Effective Date of such appointment within 60 days after retiring Agent’s resignation. Upon the resignation Effective Date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent gives notices of its resignation, then such Agent’s resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Agent shall be discharged from its duties and obligations 129-129- as Administrative Agent or Collateral Agent, as the case may be, hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security 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 Administrative such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Requisite Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as applicablethe case may be, 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 as an Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrowers Borrower to a successor Administrative 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 10.04 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent, as the case may be. Any resignation by DBTCA as the Administrative Agent pursuant to this Section shall also constitute its resignation as Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer and Swing Line Lender, (b) the retiring Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor 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 Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit.