Common use of Resignation; Successor Agent Clause in Contracts

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days' written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under financial institution with an office in the laws United States, or an Affiliate of any such financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent's resignation, then Agent may appoint a successor agent from among Lenders orthat is a financial institution with an office in the United States, if or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 1413.3, and all rights and protections under this Section 11. Any successor to Cerberus by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereoffinancial institution reasonably acceptable to Required Lenders and, has a combined capital surplus of at least $200,000,000 and (in either case, provided no Default or Event of Default exists) is , reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder, provided that Agent shall consult with Parent prior to such appointment. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as Agent but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 15.6 and 1410.3, and all rights and protections under this Section 15. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Lender (or Bank Product Provider) or Loan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and the Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentfinancial institution. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder but as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to have be taken by any of them while the benefits of the indemnification set forth in Sections 12.6 and 14retiring Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under financial institution with an office in the laws United States, or an Affiliate of any such financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders orthat is a financial institution with an office in the United States, if or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 1413.3, and all rights and protections under this Section 11. Any successor to Cerberus by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and the Lead Borrower. Upon receipt of such notice, Required Lenders shall have the right right, in consultation with (and with the consent of) the Lead Borrower, to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default existsexists under Sections 10.1(a) and 10.1(h) (with respect to the Lead Borrower only) is reasonably acceptable subject to Borrowerthe approval of the Borrowers. If no successor agent is appointed prior to the effective date of the resignation of the Agent, then the Agent may appoint a successor agent from among the Lenders or, if no Lender accepts such role, the Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as the Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14Section 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 11 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right may, if permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to by the effective date of the Agent’s resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 Section 14.2, and 14all rights and protections under this Section 13. Any successor to Bank of America by merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to the other Agent, Lenders and Administrative Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) if no Lender or Affiliate of a Lender is willing to accept such position, a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent, then such Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, such Agent may appoint Required Lenders as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have the benefits of the indemnification set forth in Sections 12.6 10.05 and 1411.03. Notwithstanding any Agent’s resignation, the provisions of this Section 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to ▇▇▇▇▇ Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowerthe Borrower Agents. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States U.S. or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowerthe Borrower Agents. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 12.8 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States U.S. or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof and reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution that is organized under the laws of the U.S. or any state or district thereof and acceptable to Agent (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 12.7, 12.17 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days' written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate or branch of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent's resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if reasonably acceptable to it and the Borrowers (provided no Default or Event of Default exists) in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to ▇▇▇▇▇▇▇ may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereoffinancial institution reasonably acceptable to Required Lenders and, has a combined capital surplus of at least $200,000,000 and (in either case, provided no Default or Event of Default exists) is , reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder, provided that Agent shall consult with Parent prior to such appointment. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as Agent but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 15.6 and 1410.3, and all rights and protections under this Section 15. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Lender (or Bank Product Provider) or Loan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, (a) Administrative Agent may resign at any time by giving at least 30 days written notice thereof to Lenders Collateral Agent, ▇▇▇▇▇▇▇ and Borrower. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the resignation of Administrative Agent’s resignation, then on such date, Administrative Agent may appoint a successor agent from among Lenders or, if acceptable to it in its reasonable discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Collateral Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Administrative Agent. Upon acceptance by a The successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent without further act, and the . The retiring Administrative Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Administrative Agent under the benefits of the Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Administrative Agent, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA by merger or acquisition of stock or this loan shall continue to be Administrative Agent hereunder without further act on the part of any Lender or Obligor. (b) Collateral Agent may resign at any time by giving at least 30 days written notice thereof to Administrative Agent, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇. Required Lenders may appoint a successor that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrower. If no successor is appointed by the effective date of Collateral Agent’s resignation, then on such date, Collateral Agent may appoint a successor acceptable to it in its reasonable discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such appointment, Administrative Agent shall automatically assume all rights and duties of Collateral Agent. The successor Collateral Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Collateral Agent without further act. The retiring Collateral Agent shall be discharged from its duties hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Collateral Agent under the Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Collateral Agent or holding any Collateral on behalf of Lenders, including indemnification under Sections 12.6 and 14.2, and all rights and protections under this Section 12.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a commercial bank that is organized under the laws of financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the Agent's resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor AgentAgent is appointed). Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 1413.2, and all rights and protections under this Section 11. Any successor to Bank of America by merger or acquisition of stock shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable consented to Borrowerin writing by Loan Party Agent, which consent shall not be unreasonably withheld or delayed. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentLenders. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days' written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate or branch of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent's resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if reasonably acceptable to it and the Borrowers (provided no Default or Event of Default exists) in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Borrower Agent or the Required Lenders shall have the right may, if permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default existsexists pursuant to Section 11.1(a) is reasonably acceptable to Borroweror (j)) Borrowers. If no successor agent is appointed prior to by the effective date of the Agent’s resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion and the Borrowers (provided no Event of Default exists pursuant to Section 11.1(a) or (j)) (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent automatically assume all rights and duties of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such the successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to JPM by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, the Agent may resign at any time by giving at least 30 days written notice thereof to Lenders notifying the Lenders, the LC Issuer and the Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, in consultation with the 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, on behalf of the Lenders and the LC Issuer, appoint a successor Agent which shall be (a) a Lender bank with an office in New York, New York, or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentbank. Upon the acceptance of its appointment as Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 9.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to have the benefits be taken by any of the indemnification set forth in Sections 12.6 and 14them while it was acting as Agent.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to EWB by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a commercial bank that is organized under the laws of financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor AgentAgent is appointed). Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 1413.2, and all rights and protections under this Section 11. Any successor to Bank of America by merger or acquisition of stock shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any Agent may resign at any time by giving at least 30 days written notice thereof to Lenders notifying the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, in consultation with the 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, on behalf of the Lenders, the Issuing Banks and the Secured Affiliates, appoint a successor Agent which shall be (a) a Lender commercial bank or an Affiliate of a Lender; or (b) a any such commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentbank. Upon the acceptance of its appointment as Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article 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 have the benefits be taken by any of the indemnification set forth in Sections 12.6 and 14them while it was acting as Agent.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate or branch of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if reasonably acceptable to it and the Borrowers (provided no Default or Event of Default exists) in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, the Agent may resign at any time by giving at least 30 days written notice thereof to Lenders notifying the Lenders, the LC Issuer and the Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, in consultation with the 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, on behalf of the Lenders and the LC Issuer, appoint a successor Agent which shall be (a) a Lender bank with an office in New York, New York, or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentbank. Upon the acceptance of its appointment as Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 9.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to have the benefits be taken by any of the indemnification set forth in Sections 12.6 and 14them while it was acting as Agent.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to Lenders notifying the Lenders, the Letter of Credit Issuer and the Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent; provided that consultation with the Borrower shall not be required if an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor Administrative Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentfinancial institution. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder but as such Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to have be taken by any of them while the benefits of the indemnification set forth in Sections 12.6 and 14retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 Section 14.2, and 14all rights and protections under this Section 13. Any successor to Crystal by merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to CNC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and Borrower. Loan Party Agent Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders orthat is a financial institution acceptable to it, if which shall be a Lender unless no Lender accepts such the role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Loan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereoffinancial institution reasonably acceptable to Required Lenders and, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower, Borrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to BMO ▇▇▇▇▇▇ by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) and (provided no Event of Default exists) with the consent of Borrowers or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 11.6 and 14.13.3, and all rights and protections under this Section

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders ▇▇▇▇▇▇▇ or, if no Lender accepts such role, Agent may appoint Required Lenders ▇▇▇▇▇▇▇ as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders ▇▇▇▇▇▇▇ as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock shall continue to be Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is in the case of clauses (a) and (b), reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may (in consultation with the Borrower Agent) appoint a successor agent from among Lenders or, if that is a US-DOCS\123034949.14 financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall automatically on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits Loan Documents with respect to actions taken or omitted to be taken by it (i) while Agent and (ii) after such resignation or removal for as long as the retiring or removed Agent continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentLenders. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor by merger or acquisition of the stock or assets of Bank of America shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Canadian Required Lenders shall have or U.S. Required Lenders, as applicable, may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 13.6 and 1415.2, and all rights and protections under this Section 13. Any successor to Bank of America by merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and Borrower. Loan Party Agent Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required ▇▇▇▇▇▇▇ and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders orthat is a financial institution acceptable to it, if which shall be a Lender unless no Lender accepts such the role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Loan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to CNC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor that is a financial institution (or agency institution who ordinarily acts as an agent from among Lenders or, if in syndicated credit facilities) acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereoffinancial institution reasonably acceptable to Required Lenders and, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower, Borrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to BMO HarrisBank by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) and (provided no Event of Default exists) with the consent of Borrowers or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including indemnification under Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to [***] Bank by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the indemnification set forth in Sections 12.6 and 14part of any Secured Party or Obligor. Notwithstanding anything to the contrary, any such successor Agent shall be an Eligible Assignee at the time of appointment.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to the other Agent, Lenders and Administrative Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent, then such Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, such Agent may appoint Required Lenders as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have the benefits of the indemnification set forth in Sections 12.6 10.05 and 1411.03. Notwithstanding any Agent’s resignation, the provisions of this Section 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to ▇▇▇▇▇ Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to by the effective date of the Agent's resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its Permitted Discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 Section 15.2, and 14all rights and protections under this Section 13. Any successor to TCW by merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentLenders. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have enjoy the benefits of the indemnification set forth in Sections 12.6 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor by merger or acquisition of the stock or assets of Bank of America shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have may, with the right to consent of the Borrowers (provided no Event of Default exists and is continuing), appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is another financial institution reasonably acceptable to BorrowerRequired Lenders. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may may, with the consent of the Borrowers (provided no Event of Default exists and is continuing), appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (ai) a Lender or an Affiliate of a Lender; or (bii) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.4, and all rights and protections under this Article 12. Any successor to Triangle by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.4, and all rights and protections under this Article 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent (including as security trustee of Secured Parties under the U.K. Security Agreements) hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and Borrower. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to FCB by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, The Administrative Agent may (x) resign at any time by giving at least 30 5 days written notice thereof to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ (or such shorter time period as agreed to by the Required ▇▇▇▇▇▇▇) and/or (y) be removed by the Required Lenders and Borroweron not less than 30 days’ prior written notice. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Administrative Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is financial institution reasonably acceptable to BorrowerRequired Lenders. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent’s resignation, then Administrative Agent may (but shall not be obligated to) appoint a successor agent from among Lenders orthat is a financial institution acceptable to it, if which shall be a Lender unless no Lender accepts the role. Whether or not a successor has been appointed, such role, Agent may appoint Required Lenders as successor Agentresignation shall become effective. Upon acceptance by a successor Administrative Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent without further act, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and Borrowerthe Borrower Agents. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States U.S. or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowerthe Borrower Agents. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 12.8 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowerthe Loan Party Agents. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowerthe Loan Party Agents. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent’s resignation, then the Agent may appoint a successor agent from among Lenders orfinancial institution that is organized under the laws of the United States or any state or district thereof acceptable to it, if which shall be a Lender unless no Lender accepts such the role, Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 12.7, 12.15 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrower Agent. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required ▇▇▇▇▇▇▇ may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a commercial bank that is organized under the laws of financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor AgentAgent is appointed). Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 1413.2, and all rights and protections under this Section 11. Any successor to Bank of America by merger or acquisition of stock shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Requisite Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and in each case (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is Agent has been appointed prior to by the effective 30th day after the date such notice of the resignation of was given by such Agent, then such Agent’s resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of such Agent may hereunder and/or under any other Loan Document until such time, if any, as the Requisite Lenders appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentwhich is reasonably acceptable to Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, duties and duties obligations of the retiring Agent without further act, and act but the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14the Loan Documents. Notwithstanding any Agent’s resignation, the provisions of this Article 7 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Credit Suisse by merger or acquisition of stock or acquisition of the corporate trust business shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have may, in consultation with the right to Borrower Agent, appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor. Notwithstanding the above, Bank of America agrees that so long as it is the sole Lender and Agent, it shall not resign as Agent without Borrower Agent’s prior written approval.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers (and any such resignation by Agent shall also constitute its resignation as Security Trustee). Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent (and any such appointment shall also constitute appointment of the successor Agent as the successor Security Trustee) which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If, at the time that Agent’s resignation is effective, it is acting as an Issuing Bank, such resignation shall also operate to effectuate its resignation as an Issuing Bank and it shall automatically be relieved of any further obligation to issue Letters of Credit or to cause the Underlying Issuer to issue Letters of Credit. If no successor agent Agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent Agent (and successor Security Trustee) from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentLenders. Upon acceptance by a successor Agent (and successor Security Trustee) of an appointment to serve as Agent (and Security Trustee) hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent (and successor Security Trustee) shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (and retiring Security Trustee) without further act, and the retiring Agent (and retiring Security Trustee) shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to the other Agent, Lenders and Administrative Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent, then such Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, such Agent may appoint Required Lenders as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have the benefits of the indemnification set forth in Sections 12.6 10.05 and 14.11.03. Notwithstanding any Agent’s resignation, the provisions of this Section 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and Borrower. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to the effective date of the resignation of Agent’s resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, the Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and the Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, in consultation with the 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, on behalf of the Lenders, appoint a successor Agent which shall be (a) a Lender bank with an office in New York, New York, or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentbank. Upon the acceptance of its appointment as Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 9.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to have the benefits be taken by any of the indemnification set forth in Sections 12.6 and 14them while it was acting as Agent.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders and Borrower▇▇▇ ▇▇▇igors. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to by the effective date of the resignation of Agent's resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving at least 30 1160299.01-CHISR1160299.03H-CHISR02A - MSW days written notice thereof to the other Agent, Lenders and Administrative Borrower. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) if no Lender or Affiliate of a Lender is willing to accept such position, a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent, then such Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, such Agent may appoint Required Lenders as successor Agentagent. Upon acceptance by a successor Agent of an appointment to serve as an Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have the benefits of the indemnification set forth in Sections 12.6 10.05 and 1411.03. Notwithstanding any Agent’s resignation, the provisions of this Section 10.07 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to ▇▇▇▇▇ Fargo by merger or acquisition of stock or this loan shall continue to be Administrative Agent and Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section 8.09, the Administrative Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and the Administrative Borrower. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is other financial institution organized under the laws of the United States or any state political subdivision, or district thereof(b) a branch, has a combined capital surplus agency or representative office of at least $200,000,000 and (provided no Default any other bank or Event of Default exists) financial institution, which branch, agency or representative office is reasonably acceptable to Borrower. If no successor agent is appointed prior to located in the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentUnited States. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but hereunder. 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 Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 hereof 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 have be taken by any of them while it was acting as the benefits of the indemnification set forth in Sections 12.6 and 14Administrative Agent.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and Borrower▇▇▇▇▇▇▇▇. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under another financial institution approved by the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders ▇▇▇▇▇▇▇ or, if no Lender accepts such role, Agent may appoint Required Lenders ▇▇▇▇▇▇▇ as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders ▇▇▇▇▇▇▇ as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14Section 13.2. Notwithstanding any Agent’s resignation, the provisions of this Exhibit D shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Cadence by merger or acquisition of stock or otherwise shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if reasonably acceptable to it in its discretion (which shall be a Lender unless no Lender accepts such role, Agent may appoint the role or a financial institution reasonably acceptable to Required Lenders as successor and (provided no Default or Event of Default exists) Borrowers) or, in the absence of such appointment, Required Lenders shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to XXX by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 8.09, Agent may resign at any time by giving at least 30 days written notice thereof to notifying the Lenders and BorrowerBorrowers. Upon receipt of any such noticeresignation, the Required Lenders shall have the right right, to appoint a successor Agent which satisfies the Successor Agent Requirements. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be (a) a Lender bank or an Affiliate of a Lender; or (b) a commercial bank that is other financial institution organized under the laws of the United States or any state or district thereof, political subdivision which has a combined capital surplus branch, agency or representative office located in New York City, Boston, Washington D.C., Chicago, Dallas, San Francisco or Los Angeles and has total assets in excess of at least $200,000,000 and 500,000,000 (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to collectively, the effective date of the resignation of Agent, then “Successor Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentRequirements”). Upon the acceptance of its appointment as Agent hereunder by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, privileges and duties of the retiring Agent without further actAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but hereunder. The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Borrowers and such successor. After Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.04 hereof 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 have the benefits be taken by any of the indemnification set forth in Sections 12.6 and 14them while it was acting as Agent.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerObligors. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to by the effective date of the resignation of Agent's resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including indemnification under Sections 12.7 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the indemnification set forth in Sections 12.6 and 14part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerObligors. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to by the effective date of the resignation of Agent's resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including indemnification under Sections 12.7 and 14.2, and all rights and protections under this Section 12. Any successor to TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the indemnification set forth in Sections 12.6 and 14part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is financial institution organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 500,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders ▇▇▇▇▇▇▇ or, if no Lender accepts such role, Agent may appoint Required Lenders ▇▇▇▇▇▇▇ as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, hereunder or upon appointment of Required Lenders ▇▇▇▇▇▇▇ as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 1414.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) and (provided no Event of Default exists) with the consent of Borrowers or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including indemnification under Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to [***] Bank by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the indemnification set forth in Sections 12.6 and 14part of any Secured Party or Obligor. Notwithstanding anything to the contrary, any such successor Agent shall be an Eligible Assignee at the time of appointment.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date Agent may appoint a successor agent from among Lenders orthat is a financial institution acceptable to it, if which shall be a Lender unless no Lender accepts such the role, Agent may appoint or, in the absence of such appointment, Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1415.2 and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent's resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrower Agent. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required ▇▇▇▇▇▇▇ may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than a Defaulting Lender); or (b) a commercial bank that is organized under the laws of financial institution with an office in the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrower Agent. If no successor agent is appointed prior to the effective date of the Agent's resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution with an office in the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunder (except that in the case of any collateral security held by Agent on behalf of the Secured Parties under Credit Document, the retiring Agent shall continue to hold such collateral security until such time as a successor AgentAgent is appointed). Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of ​ ​ AMERICAS/2024146412.5 ​ Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 11.6 and 1413.2, and all rights and protections under this Section 11. Any successor to Bank of America by merger or acquisition of stock shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders L▇▇▇▇▇▇ and BorrowerB▇▇▇▇▇▇▇. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor DM3\8972795.2 shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Signature Bank by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may may, appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 14.14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor. 133315237_8

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to by the effective date of the Agent’s resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its Permitted Discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 Section 15.2, and 14all rights and protections under this Section 13. Any successor to Bank of America by merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrower and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 13.6 and 1415.2, and all rights and protections under this Section 13. Any successor to Cortland by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Lender or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and BorrowerAdministrative Borrower (the date of resignation elected by Agent subject to the notice requirements set forth herein, the “Resignation Effective Date”). Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (arr) a Lender or an Affiliate of a Lender; or (bss) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default existsexists under Sections 11.1(a) or (j)) is reasonably acceptable to Administrative Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may (but shall not be obligated to) appoint a successor agent from among Lenders orwhich successor (provided no Event of Default exists under Sections 11.1(a) or (j)) shall be reasonably acceptable to Administrative Borrower. Whether or not a successor has been appointed, if no Lender accepts such role, Agent may appoint Required Lenders as successor Agentresignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification expressly set forth in Sections 12.6 and 1415.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 thirty (30) days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, (and if no such Lender accepts such role, agrees to act as Agent may appoint then the Required Lenders as shall become the Agent and exercise the rights thereof until a successor AgentAgent is appointed). Upon acceptance by a successor Agent (or the Required Lenders assuming the duties of Agent as aforesaid) of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerObligors. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to by the effective date of the resignation of Agent's resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to TCW by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days days’ written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate or branch of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if reasonably acceptable to it and the Borrowers (provided no Default or Event of Default exists) in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 10 days written notice thereof to Lenders and Borrower. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have the right may, if permitted by Applicable Law, remove Agent by written notice to Borrower and each other Agent. Lenders may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the Agent’s resignation of Agentor removal, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of the retiring Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring or removed Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation or removal, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to CNC by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt Requisite Lenders may with the consent of such notice, Required Lenders shall have the right to Borrower Agent (which consent will not be unreasonably withheld or delayed) appoint a successor Agent to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a LenderLender with an office in the United States, or an Affiliate of any such bank with an office in the United States; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Requisite Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent's resignation, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Requisite Lenders shall on such date assume all rights and duties of Agent may appoint Required Lenders as successor Agenthereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections Section 12.6 and 14Section 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerObligors. Upon receipt If Agent is a Defaulting Lender under clause (d) of such noticethe definition thereof, Required Lenders shall have may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerObligors. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent (including powers and duties in its capacity as security trustee) without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Crystal by merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of the Secured Parties, including indemnification set forth in under Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such noticeIf Agent is a Defaulting Lender, Canadian Required Lenders shall have or U.S. Required Lenders, as applicable, may, to the right extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required ▇▇▇▇▇▇▇ may appoint a successor Agent to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the Agent’s resignation of Agentor removal, then Agent may appoint a successor agent from among Lenders or, if that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a any successor Agent of an its appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation or removal, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 13.6 and 1415.2, and all rights and protections under this Section 13. Any successor to Bank of America by merger, amalgamation or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and in each case (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if no Lender accepts such role, Agent may appoint Required Lenders as successor AgentLenders. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 1415.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and BorrowerBorrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 an institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) that is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders or, if that is an institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such roleappointment, Agent may appoint Required Lenders as successor Agentshall on such date assume all rights and duties of Agent hereunder. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the benefits of Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders ▇▇▇▇▇▇▇ and BorrowerBorrowers. Upon receipt of such notice, Required Lenders shall have the right to may appoint a successor Agent which shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) is reasonably acceptable to BorrowerBorrowers. If no successor agent is appointed prior to by the effective date of the resignation of Agent’s resignation, then on such date, Agent may appoint a successor agent from among Lenders or, if acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such roleappointment, Agent may appoint Required Lenders as successor shall automatically assume all rights and duties of Agent. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, or upon appointment of Required Lenders as successor Agent, such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the . The retiring Agent shall be discharged from its duties and obligations hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the benefits Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 1414.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.