Common use of Resignation; Successor Agent Clause in Contracts

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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 Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by giving at least 30 days' written notice thereof to notifying the Lenders and Borrowersthe Borrower. Upon any such resignation, the Required Lenders may shall have the right, in consultation with the Borrower, to appoint a successor to replace Agent; provided that consultation with the resigning Agent, which successor Borrower shall not be (a) a Lender or required if an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersshall have occurred and be continuing. If no successor agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of Agent's its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (Agent which shall be a Lender unless no Lender accepts the role) bank or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfinancial institution. Upon acceptance by any successor Agent of its appointment hereunderas Administrative Agent hereunder by a 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 act. On the effective date of its resignationAdministrative 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 to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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 retiring Agent hereunder without further act on the part of any Secured Party or Obligorwas acting as an Administrative Agent hereunder.

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' days written notice thereof to Lenders and Borrowersthe Lead Borrower. Upon receipt of such notice, Required Lenders may shall have the right, in consultation with (and with the consent of) the Lead Borrower, to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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 subject to the approval of the Borrowers. If no successor agent is appointed prior to the effective date of the resignation of the Agent's resignation, then the Agent may appoint a successor agent that is a financial institution with an office in from among the United StatesLenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts such role, the role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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. 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 Loan Documents benefits of the indemnification set forth in Section 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' ’ written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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, any Agent may resign at any time by giving at least 30 days' days written notice thereof to the other Agent, Lenders and BorrowersAdministrative Borrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, if no Lender or an Affiliate of any a Lender is willing to accept such financial institution with an office in position, a commercial bank that is organized under the laws of the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent's resignation, then such Agent may appoint a successor agent that is a financial institution with an office in the United Statesfrom among Lenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of , such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor agent. Upon acceptance by any a successor Agent of its 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. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have all rights the benefits of the indemnification set forth in Sections 10.05 and protections under 11.03. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Xxxxx 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 any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersBorrower Agent. Required Lenders may appoint a successor 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 financial institution with an office in that is organized under the United States, laws of the U.S. or an Affiliate of any such financial institution with an office in the United States state or district thereof and reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in that is organized under the United States, laws of the U.S. or an Affiliate of any such financial institution with an office in the United States state or district thereof and acceptable to it Agent (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.7, 12.17 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowersthe Borrower Agents. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution with an office in that is organized under the United States, laws of the U.S. or an Affiliate of any such financial institution with an office in the United States state or district thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersthe Borrower Agents. If no successor agent Agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.8 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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' ten (10) days written notice thereof to Lenders Purchasers and Borrowersthe Company. Required Lenders may Upon receipt of such notice, KV III shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender Purchaser or an Affiliate of a Lender; Purchaser and which shall be subject to the consent of KiOR (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an Affiliate of the retiring Agent, or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowershas occurred and is continuing). 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 that from among Purchasers (subject to the consent of KiOR (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is a financial institution with an office in the United States, or an Affiliate of the retiring Agent, or (b) an Event of Default has occurred and is continuing)) or, if no Purchaser accepts such role or KiOR does not provide any such financial institution with an office in necessary consent, Agent may appoint any of the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderPurchasers as successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of a Required Purchaser 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 Loan Documents benefits of the indemnification set forth in Section 11.10. 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 Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Agent 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. (a) 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' thirty (30) days written notice thereof to the Lenders and Borrowersthe Loan Party Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (ai) a U.S. Lender or an Affiliate of a U.S. Lender; or (bii) a commercial bank or other financial institution with an office in that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Loan Party Agent. If no successor agent Agent is appointed prior to the effective date of Agent's resignationthe resignation of the Agent (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Agent may appoint a successor agent Agent from among the Lenders, provided that in no event shall any such successor Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Agent is a financial institution Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Loan Party Agent and such Defaulting Lender, remove such Person as Agent and, in consultation with an office in the United StatesLoan Party Agent, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 (thirty) days (or an Affiliate of any such financial institution with an office in the United States acceptable to it (which earlier day as shall be a Lender unless no Lender accepts agreed by the roleRequired Lenders) or (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderRemoval Effective Date. (c) Upon acceptance by any a successor Agent of its an appointment to serve as the Agent hereunder, such successor Agent shall thereupon xxxxxxxxx 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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.167

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' thirty (30) days written notice thereof to Lenders and BorrowersBorrower. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersBorrower Agent. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders have the right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor 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 financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderhereunder (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 Agent is appointed). Upon acceptance by any successor Agent of its appointment to serve as Agent hereunder, 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 resignationresignation or removal, 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 Loan Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.313.2, and all rights and protections under this Section 11. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersObligors. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus Bank of America by merger 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. The Agent may resign at any time by giving at least 30 as the Agent upon ten (10) days' written ’ notice thereof to the Lenders and the Borrowers. If the Agent resigns under this Agreement, the Required Lenders may shall appoint from among the Lenders a successor to replace agent for the resigning AgentLenders, which successor agent shall be (a) a Lender or an Affiliate of unless such successor agent is a Lender; or (b) a financial institution with be consented to by the Borrowers at all times other than during the existence of an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default existsunder Section 11.1(a) Borrowersor Section 11.1(g) (which consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Agent's , the Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent, and the term “Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Agent’s appointment, powers and duties as the Administrative Agent shall be terminated but shall continue to have the benefits of the indemnification set forth in Sections 12.7, 12.15 and 14.2. If no successor agent has accepted appointment as the Agent by the date which is fifteen (15) Business Days following the retiring Agent’s notice of resignation, then the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent may hereunder until such time, if any, as the Required Lenders appoint a successor agent that is as provided for above. Upon the acceptance of any appointment as the Agent hereunder by a financial institution with an office in successor and upon the United Statesexecution and filing or recording of such financing statements, or an Affiliate of any amendments thereto, and such financial institution with an office in amendments or supplements to such instruments or notices, as may be necessary or desirable, or as the United States acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties may request, in order to continue the perfection of Agent hereunder. Upon acceptance the Liens granted or purported to be granted by any successor Agent of its appointment hereunderthe Collateral Documents, such successor the Agent shall thereupon succeed to and become vested with all the powers rights, powers, discretion, privileges, and duties of the retiring Agent without further act. On the effective date of its resignationAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents Documents. 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' 10 days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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 Administrative Agent as provided in 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 Borrowersthe Borrower. Upon any such resignation, the Required Lenders may shall have the right, in consultation with the Borrower, to appoint a successor to replace Administrative Agent; provided that consultation with the resigning Agent, which successor Borrower shall not be (a) a Lender or required if an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersshall have occurred and be continuing. If no successor agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of Agent's its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (Administrative Agent which shall be a Lender unless no Lender accepts the role) bank or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfinancial institution. Upon acceptance by any successor Agent of its appointment hereunderas Administrative Agent hereunder by a 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 act. On the effective date of its resignationAdministrative 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 to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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 retiring Administrative Agent hereunder without further act on the part of any Secured Party or Obligorwas acting as an Administrative Agent hereunder.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersBorrower Agent. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders have the right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor 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 financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent's resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderhereunder (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 Agent is appointed). Upon acceptance by any successor Agent of its appointment to serve as Agent hereunder, 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 resignationresignation or removal, 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 Loan Credit Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.313.2, and all rights and protections under this Section 11. Any successor to Cerberus 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 BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Borrower 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 that is a financial institution with an office in the United Statesfrom among Lenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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. 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Xxxxxxx and BorrowersBorrower Agent. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersObligors. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, if permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to by the effective date of Agent's resignation’s resignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, 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. On the effective date of its resignation, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 and 13.3Section 14.2, and all rights and protections under this Section 1113. Any successor to Cerberus Bank of America by merger 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' days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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 Borrowers. 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 that is a financial institution with an office in the United Statesfrom among Lenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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 the benefits of the indemnification set forth in Sections 13.6 and protections under 15.2. Notwithstanding any Agent’s resignation, the Loan Documents provisions of this Section 13 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender, Borrower Agent or the Required Lenders 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 Agent, which successor shall be or removed Agent that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default existsexists pursuant to Section 11.1(a) or (j)) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's resignation’s resignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States 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 appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunderAgent, such the 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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' thirty (30) days prior written notice thereof to Lenders and Borrowers. Upon receipt of such notice, the Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (ai) a Lender or an Affiliate of a Lender; Lender (in each case excluding Defaulting Lenders) or (bii) a financial institution with an office in commercial bank that is organized under the laws of the United StatesStates or any state or district thereof with a combined capital and surplus of at least $1,000,000,000 (or as otherwise agreed by the Borrower), or an Affiliate of any such financial institution with bank, and, unless an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default existsunder Sections 7.1(a), (f) Borrowersor (g) is continuing, for which the Borrower has provided its prior written consent. If no successor agent is appointed prior to before the effective date of the resignation of the Agent's resignation, then the Agent may appoint a successor agent meeting the qualifications set forth above (including, for the avoidance of doubt, that is a financial institution with the Borrower shall have provided its prior written consent unless an office in the United StatesEvent of Default under Sections 7.1(a), 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 rolef) or in (g) is continuing), provided that if the absence of Agent shall notify Borrowers and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral security held by Agent on behalf of the Lenders or LC Issuer under any of the Loan Documents the retiring Agent shall continue to hold such Collateral security until such time as a successor Agent is appointed) and (2) all payments, communications, and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as the Required Lenders shall on such date assume all rights and duties of appoint a successor Agent hereunderas provided for above in this paragraph. Upon acceptance by any a successor Agent of its an appointment to serve as the Agent hereunder, 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 under the Loan Documents (if not already discharged therefrom as provided above in this paragraph) but shall continue to have all rights the benefits of the indemnification set forth in Sections 8.5, 9.5, and protections under 9.6. Notwithstanding the Loan Documents Agent’s resignation, the provisions of this Article VIII shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Regions Bank by merger or acquisition of stock Stock or this loan its Loans hereunder shall continue to be the Agent hereunder without further act on the part of any Secured Party the parties hereto, unless such successor resigns as provided above. In addition to the foregoing, and notwithstanding anything to the contrary contained herein, if the Person serving as the Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Requirements of Law by notice in writing to the Borrower Agent and such Person remove such Person as the Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or Obligorsuch earlier day as shall be agreed by the Required Lenders (the “Removal Effective Date”)), then, such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the Required Lenders instituting such removal shall continue thereafter as co- Agents unless and until a successor Agent is appointed and accepts such appointment.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial an institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) that is reasonably acceptable to Borrowers. 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 that is a financial an institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Xxxxxxx and Borrowersthe Borrower Agents. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution with an office in that is organized under the United States, laws of the U.S. or an Affiliate of any such financial institution with an office in the United States state or district thereof reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersthe Borrower Agents. If no successor agent Agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.8 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersObligors. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus Crystal by merger 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' 10 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate affiliate of a Lender; Lender and which shall be subject to the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an affiliate of the retiring Agent, or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowershas occurred and is continuing). 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 that from among Lenders (subject to the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is a financial institution with an office in affiliate of the United Statesretiring Agent, or (b) an Affiliate Event of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless Default has occurred and is continuing)) or, if no Lender accepts such role or the role) or in the absence of such appointmentCompany does not provide any necessary consent, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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 the benefits of the indemnification set forth in Section 6.3 and protections under Section 12.10. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus the KFT Trust 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent 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 successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) in the case of clauses (a) and (b), reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may (in consultation with the Borrower Agent) appoint a successor agent that is a 129 US-DOCS\123034949.14 financial institution with an office in the United States, 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 appointment, Required Lenders shall automatically on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 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 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (ai) a Lender or an Affiliate of a Lender; or (bii) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersBorrower Agent. Required Lenders may appoint a successor 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 financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, 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 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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' 10 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate affiliate of a Lender; Lender and which shall be subject to the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is an affiliate of the retiring Agent, or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowershas occurred and is continuing). 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 that from among Lenders (subject to the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned and such consent not to be required if: (a) such successor Agent is a financial institution with an office in affiliate of the United Statesretiring Agent, or (b) an Affiliate Event of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless Default has occurred and is continuing)) or, if no Lender accepts such role or the role) or in the absence of such appointmentCompany does not provide any necessary consent, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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 the benefits of the indemnification set forth in Section 6.3 and protections under Section 12.10. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Alberta 1538731 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender, Canadian Required Lenders or U.S. Required Lenders, as applicable, may, to the extent 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 successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 13.6 and 13.315.2, and all rights and protections under this Section 1113. Any successor to Cerberus by merger 128 Banx xx Xxxxxxx xx xxxxer, 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersObligors. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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 Xxxxxxx and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Borrower 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 that is a financial institution with an office in the United Statesfrom among Xxxxxxx or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderXxxxxxx as successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of Required Xxxxxxx 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. 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligorthe 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 in this Section 8.09, the Administrative Agent may resign at any time by giving notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Syndication Agent, at least 30 days' written its option, shall become the Administrative Agent provided that it exercises such option within ten (10) days after receipt of said notice thereof from the Administrative Agent. If the Syndication Agent elects not to become the Administrative Agent, or does not accept such appointment within said ten (10) day period, the Required Lenders shall have the right, with the approval of the Borrower (not to be unreasonably withheld, except that no such approval shall be required upon the occurrence and continuance of an Event of Default), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and Borrowers. Required 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 may and the Issuing Bank, with the approval of the Borrower (not to be unreasonably withheld, except that no such approval shall be required so long as an Event of Default shall have occurred and shall be continuing) appoint a successor to replace the resigning Agent, Administrative Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution bank with an office in the United StatesNew York, New York, or an Affiliate of any such financial institution bank with such an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderoffice. Upon the acceptance by any successor Agent of its appointment hereunderas Administrative Agent hereunder by a successor, 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 act. On the effective date of its resignationAdministrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but 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 between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article VIII and Section 9.03 hereof shall continue to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as Administrative Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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' days written notice thereof to Lenders and Borrowers. In addition, the Required Lenders may remove GA Capital, LLC as Agent hereunder if any bankruptcy or insolvency case or proceeding is commenced by GA Capital, LLC under any state or federal law and an order has been entered for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law in favor of GA Capital, LLC. Upon receipt of such notice or upon such removal, Required Lenders shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in Person is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders or any state or district thereof and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of Agent's resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United Statesfrom among Lenders, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor agent. Upon acceptance by any a successor Agent of its 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus GA Capital, LLC 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 the parties hereto, unless such successor resigns or Obligoris removed as provided above.

Resignation; Successor Agent. The Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowersthe Administrative Borrower. Upon receipt of a notice of resignation from the Agent, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Revolver Lender or an Affiliate of a Revolver Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Administrative Borrower. If no such successor agent is the Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring the Agent gives notices of Agent's resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor agent that is the Agent meeting the qualifications set forth above. Whether or not a financial institution successor has been appointed, such resignation shall nonetheless become effective in accordance with an office such notice on the Resignation Effective Date. In addition, if the Agent shall become a Defaulting Lender, then the Agent may be removed from its capacity as the Agent hereunder upon the request of the Required Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the United States, 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 appointmentAgent, Required Lenders shall on such date assume all rights and duties have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of Agent hereunderDefault exists) reasonably acceptable to the Administrative Borrower. Upon acceptance by any successor Agent of its appointment hereunder, If no such successor the Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On With effect from the effective date of its resignation, Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed the Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed the Agent shall continue to have hold such collateral security until such time as a successor the Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and protections the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents with Documents. After the retiring or removed the Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 and Section 14.2 shall continue in effect for the benefit of such retiring or removed the Agent, its sub-agents and their respective the Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed the Agent was acting as the Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender, Canadian Required Lenders or U.S. Required Lenders, as applicable, may, to the extent 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 successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 13.6 and 13.315.2, and all rights and protections under this Section 1113. Any successor to Cerberus Bank of America by merger merger, amalgamation or acquisition of 131 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 BorrowersBorrower. Required Upon receipt of such notice, Requisite Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Borrower. If no successor agent is Agent has been appointed prior to by the 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective date and the Requisite Lenders shall thereafter perform all the duties of Agent's resignationsuch Agent hereunder and/or under any other Loan Document until such time, then Agent may if any, as the Requisite Lenders appoint a successor agent that Agent which is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderBorrower. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, 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. On the effective date of its resignation, act but 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 the indemnification set forth in the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Credit Suisse by merger or acquisition of stock or this loan acquisition of the corporate trust business shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersBorrower. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrower and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 13.6 and 13.315.2, and all rights and protections under this Section 1113. Any successor to Cerberus Cortland 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 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 days' days written notice thereof to Lenders and BorrowersBorrowers (and any such resignation by Agent shall also constitute its resignation as Security Trustee). Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace Agent (and any such appointment shall also constitute appointment of the resigning Agent, successor Agent as the successor Security Trustee) which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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 Borrowers. 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's resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it Agent (which shall be a Lender unless no Lender accepts the roleand successor Security Trustee) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfrom among Lenders. Upon acceptance by any a successor Agent (and successor Security Trustee) of its an appointment to serve as Agent (and Security Trustee) hereunder, 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. On the effective date of its resignation, and the retiring Agent (and retiring Security Trustee) shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s (or Security Trustee’s) resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11Agent (or Security Trustee). Any successor to Cerberus Bank of America by merger or acquisition of stock or this loan shall continue to be Agent (and Security Trustee) hereunder without further act on the part of any Secured Party or Obligorthe 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' days written notice thereof to Lenders and BorrowersBorrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis 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 that is a financial institution with an office in the United Statesfrom among Lenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus BSP Agency, LLC 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 Obligorthe 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' thirty (30) days prior written notice thereof to Lenders Banks and BorrowersBorrower. Required Lenders may Upon receipt of such notice, the Majority Bank shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (ai) a Lender Bank or an Affiliate affiliate of a Lender; Bank or (bii) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis 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 meeting the qualifications set forth above, provided that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which if Agent shall be a Lender unless notify Borrower and Banks that no Lender accepts the role) or in the absence of qualifying Person has accepted such appointment, Required Lenders then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Banks under any of the Loan Documents the retiring Agent shall continue to hold such date assume collateral security until such time as a successor Agent is appointed) and (2) all rights payments, communications, and duties of determinations provided to be made by, to or through Agent hereundershall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, 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 under the Loan Documents (if not already discharged therefrom as provided above in this paragraph) but shall continue to have all rights and protections under the Loan Documents benefits of the indemnification set forth in Section 8.5. Notwithstanding any Agent’s resignation, the provisions of this Section 8 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Wachovia Bank, National Association, by merger or acquisition of stock Equity Interests or this loan its Loans hereunder shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe 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' days written notice thereof to Lenders and BorrowersBorrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a another financial institution with an office in approved by the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersis 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 that is a financial institution with an office in the United Statesfrom among Lenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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 the benefits of the indemnification set forth in Sections 11.6 and protections under 13.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus AloStar by merger or acquisition of stock or this loan otherwise shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (it, which shall be a Lender unless no Lender accepts the role) or , or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any a successor Agent of its appointment hereunder, 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 11.6 12.6 and 13.3, 15.2 and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. If the Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower Agent and Agent, remove such Agent and 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 Event of Default exists) Borrowers. If no such successor shall have been so appointed pursuant to the foregoing sentence and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the Required Lenders shall automatically assume all rights and duties of Agent.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' thirty (30) days written notice thereof of resignation to Lenders and BorrowersAdministrative Borrower. Upon receipt of such notice of resignation, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Administrative 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 that from among Lenders, which (provided no Default or Event of Default exists) is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderAdministrative Borrower. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, 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 the benefits of the indemnification set forth in Sections 12.6 and 15.2. Notwithstanding anything to the contrary contained herein, if no successor agent has been appointed or accepted prior to the effective date of the resignation of Agent, the retiring Agent’s resignation shall nevertheless thereupon become effective, 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 15.2.), and Lenders shall assume and perform all rights and protections under of the Loan Documents duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus by merger or acquisition of the stock or this loan assets of RBS shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' thirty (30) days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or and (provided no Event of Default exists) with the consent of Borrowers or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus [***] 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. Notwithstanding anything to the contrary, any such successor Agent shall be an Eligible Assignee at the time of appointment.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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 Xxxxxxx and BorrowersXxxxxxxx. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a another financial institution with an office in approved by the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersis 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 that is a financial institution with an office in the United Statesfrom among Xxxxxxx or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderXxxxxxx as successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of Required Xxxxxxx 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 Loan Documents benefits of the indemnification set forth in Section 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Cadence by merger or acquisition of stock or this loan otherwise shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender, Borrower Agent or the Required Lenders 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 Agent, which successor shall be or removed Agent that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default existsexists pursuant to Section 11.1(a) or (j)) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's resignation’s resignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States 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 appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default under Section 11.1(a) or Section 11.1(j) exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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 ObligorLoan Party.

Resignation; Successor Agent. The Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Lxxxxxx and Borrowersthe Administrative Borrower. Upon receipt of a notice of resignation from the Agent, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Revolver Lender or an Affiliate of a Revolver Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Administrative Borrower. If no such successor agent is the Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring the Agent gives notices of Agent's resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor agent that is the Agent meeting the qualifications set forth above. Whether or not a financial institution successor has been appointed, such resignation shall nonetheless become effective in accordance with an office such notice on the Resignation Effective Date. In addition, if the Agent shall become a Defaulting Lender, then the Agent may be removed from its capacity as the Agent hereunder upon the request of the Required Lxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the United States, 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 appointmentAgent, Required Lenders shall on such date assume all rights and duties have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of Agent hereunderDefault exists) reasonably acceptable to the Administrative Borrower. Upon acceptance by any successor Agent of its appointment hereunder, If no such successor the Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On With effect from the effective date of its resignation, Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed the Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed the Agent shall continue to have hold such collateral security until such time as a successor the Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and protections the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents with Documents. After the retiring or removed the Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 and Section 14.2 shall continue in effect for the benefit of such retiring or removed the Agent, its sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed the Agent was acting as the Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligor.the parties hereto, unless such successor resigns as provided above. 168

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Xxxxxxx and Borrowersthe Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective date of Agent's resignationin accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may appoint be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a successor agent that is a financial institution with an office in the United States, or an Affiliate notice of any such financial institution with an office in the United States acceptable removal to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointmentAgent, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of its appointment hereunder, Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On With effect from the effective date of its resignation, Resignation Effective Date or the Removal Effective Date (as 221 applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and protections the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents with Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowersthe Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective date of Agent's resignationin accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may appoint be removed from its capacity as Agent hereunder upon the request of the Required Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a successor agent that is a financial institution with an office in the United States, or an Affiliate notice of any such financial institution with an office in the United States acceptable removal to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointmentAgent, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of its appointment hereunder, Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On With effect from the effective date of its resignation, Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and protections the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents with Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may may, in consultation with the Borrower Agent, appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender, Canadian Required Lenders or U.S. Required Lenders, as applicable, may, to the extent 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 successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 13.6 and 13.315.2, and all rights and protections under this Section 1113. Any successor to Cerberus Bank of America by merger 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersBorrower Agent. If Agent is a Defaulting Lender under clause (d) of the definition thereof, then Required Lenders may, unless prohibited by Applicable Law, remove such Agent by written notice to Borrower Agent and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it and Borrower Agent (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Xxxxxxx and Borrower Agent. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders have the right, in consultation with Borrower Agent, to remove such Agent by written notice to Borrower Agent and BorrowersAgent. Required Lenders Xxxxxxx may appoint a successor 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 financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent's resignationresignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderhereunder (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 Agent is appointed). Upon acceptance by any successor Agent of its appointment to serve as Agent hereunder, 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 resignationresignation or removal, 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 Loan ​ ​ 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 11.6 and 13.313.2, and all rights and protections under this Section 11. Any successor to Cerberus 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. The Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Lxxxxxx and Borrowersthe Administrative Borrower. Upon receipt of a notice of resignation from the Agent, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Revolver Lender or an Affiliate of a Revolver Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Administrative Borrower. If no such successor agent is the Agent shall have been so appointed prior by the Required Lenders and, to the effective date extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring the Agent gives notices of Agent's resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring the Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor agent that is the Agent meeting the qualifications set forth above. Whether or not a financial institution successor has been appointed, such resignation shall nonetheless become effective in accordance with an office such notice on the Resignation Effective Date. In addition, if the Agent shall become a Defaulting Lender, then the Agent may be removed from its capacity as the Agent hereunder upon the request of the Required Lxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a notice of removal to the United States, 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 appointmentAgent, Required Lenders shall on such date assume all rights and duties have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of Agent hereunderDefault exists) reasonably acceptable to the Administrative Borrower. Upon acceptance by any successor Agent of its appointment hereunder, If no such successor the Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On With effect from the effective date of its resignation, Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed the Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed the Agent shall continue to have hold such collateral security until such time as a successor the Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed the Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor the Agent as provided for above. Upon the acceptance of a successor’s appointment as the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and protections the retiring or removed the Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents with Documents. After the retiring or removed the Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 and Section 14.2 shall continue in effect for the benefit of such retiring or removed the Agent, its sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed the Agent was acting as the Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligor.the parties hereto, unless such successor resigns as provided above. 165

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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' thirty (30) days written notice thereof to Lenders and BorrowersAdministrative 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 may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (arr) a Lender or an Affiliate of a Lender; or (bss) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersor (j)) is reasonably acceptable to Administrative Borrower. If no successor agent is appointed prior to the effective date of the resignation of Agent's resignation, then Agent may (but shall not be obligated to) appoint a successor agent that is a financial institution with an office in the United States, from among Lenders which successor (provided no Event of Default exists under Sections 11.1(a) or an Affiliate of any such financial institution with an office in the United States (j)) shall be reasonably acceptable to it (which Administrative Borrower. Whether or not a successor has been appointed, such resignation shall be a Lender unless no Lender accepts become effective in accordance with such notice on the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderResignation Effective Date. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, 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 the benefits of the indemnification expressly set forth in Sections 12.6 and protections under 15.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including Agent and such Agent shall continue to be subject to the indemnification confidentiality obligations set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 1115.11. Any successor to Cerberus by merger or acquisition of the stock or this loan assets of RBS shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Any Agent may resign at any time by giving at least 30 days' written notice thereof to the Lenders and Borrowersthe Borrower and may be removed at any time with or without cause by the Majority Lenders; provided, however, that any removal of the Administrative Agent will not be effective if there is no designated Onshore Collateral Agent or Offshore Collateral Agent. Required Upon any such resignation or removal, the Majority Lenders may shall have the right to appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is Agent shall have been so appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Agent's resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor agent that is Agent. Upon the acceptance of any appointment as Agent hereunder by a financial institution with an office successor Agent and, in the United Statescase of a successor Onshore Collateral Agent or Offshore Collateral Agent, upon the execution and filing or recording of such financing statements, mortgages, agreements, or an Affiliate amendments thereto, or other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of any such financial institution with an office in the United States acceptable Security granted or purported to it (which shall be a Lender unless no Lender accepts granted by the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunderSecurity Agreements, such successor Agent shall thereupon succeed to and become vested with all the powers rights, powers, discretion, privileges and duties of the retiring Agent without further act. On the effective date of its resignationAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder but under the Loan Documents. If within forty-five (45) days after written notice is given of the retiring Agent’s resignation or removal under this Section no successor Agent shall continue to have all rights been appointed and protections shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents with respect and (c) the Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Majority Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while Agent, including it was Agent under the indemnification set forth in Sections 11.6 and 13.3, 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 ObligorLoan Documents.

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 Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent Agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent Agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (it, which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any a successor Agent of its appointment hereunder, 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus BMO by merger or acquisition of stock or this loan its Loans, hereunder, shall continue to be Agent hereunder without further act on the part of any Secured Party or ObligorBorrower.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Xxxxxxx and Borrowersthe Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Xxxxxxx and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective date of Agent's resignationin accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may appoint be removed from its capacity as Agent hereunder upon the request of the Required Xxxxxxx and the Borrowers and by notice in writing to such Person. Upon delivery of a successor agent that is a financial institution with an office in the United States, or an Affiliate notice of any such financial institution with an office in the United States acceptable removal to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointmentAgent, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of its appointment hereunder, Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On With effect from the effective date of its resignation, Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and protections the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents with Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor 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 financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.4, and all rights and protections under this Section 11Article 12. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowersthe Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Revolver Lender or an Affiliate of a U.S. Revolver Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective date of Agent's resignationin accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may appoint be removed from its capacity as Agent hereunder upon the request of the Required Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a successor agent that is a financial institution with an office in the United States, or an Affiliate notice of any such financial institution with an office in the United States acceptable removal to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointmentAgent, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of its appointment hereunder, Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further act. On notice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective date of its resignation, in accordance with such notice on the Removal Effective Date.. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and protections the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents with Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 12 and Section 14.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' 10 days written notice thereof to Lenders and BorrowersBorrower. Required If Agent is a Defaulting Lender under clause (d) of the definition thereof, Lenders may, if permitted by Applicable Law, remove Agent by written notice to Borrower and each other Agent. Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to by the effective date of Agent's resignation’s resignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderthe retiring Agent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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, any Agent may resign at any time by giving at least 30 days' 327 1160299.01-CHISR1160299.03H-CHISR02A - MSW days written notice thereof to the other Agent, Lenders and BorrowersAdministrative Borrower. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, if no Lender or an Affiliate of any a Lender is willing to accept such financial institution with an office in position, a commercial bank that is organized under the laws of the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Administrative Borrower. If no successor agent Agent is appointed prior to the effective date of the resignation of an Agent's resignation, then such Agent may appoint a successor agent that is a financial institution with an office in the United Statesfrom among Lenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of , such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor agent. Upon acceptance by any a successor Agent of its 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. On the effective date of its resignation, and the retiring Agent shall be discharged from its duties and obligations hereunder in its capacity as such Agent, but shall continue to have all rights the benefits of the indemnification set forth in Sections 10.05 and protections under 11.03. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Xxxxx 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 any Secured Party or Obligorthe 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' days written notice thereof to Lenders Xxxxxxx and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Borrower 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 that is a financial institution with an office in the United Statesfrom among Xxxxxxx or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderXxxxxxx as successor agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, or upon appointment of Required Xxxxxxx 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Capital One 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 Obligorthe 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' days written notice thereof to Lenders and BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Borrower Agent. 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 the Lenders that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to it (which shall be a Lender unless the Borrower Agent or, if no successor Lender accepts its appointment on or prior to the role) or in effective date of the absence resignation of such appointmentAgent, Required Lenders shall on such date assume all rights and duties of Agent hereundermay appoint any other Person reasonably acceptable to the Borrower Agent as successor Agent. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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 whileAgent, its sub-agents and any related persons (a) while Agentthe retiring Agent was acting as Agent and (b) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (i) acting as collateral agent or otherwise holding any collateral security on behalf of any of the indemnification set forth Lenders and (ii) in Sections 11.6 and 13.3, and all rights and protections under this Section 11respect of any actions taken in connection with transferring the agency to any successor Agent. Any successor to Cerberus by merger or acquisition of the stock or this loan assets of Bank of America shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Xxxxxxx and Borrowers. Required Lenders Xxxxxxx may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (and, in either case, provided no Default or Event of Default exists) , reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall 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 any successor Agent of its appointment hereunder, 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, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 15.6 and 13.310.3, and all rights and protections under this Section 1115. Any successor to Cerberus 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 Lender (or ObligorBank Product Provider) or Loan Party.

Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in 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 Borrowersthe Administrative Borrower. Upon any such resignation, the Required Lenders may shall have the 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 to replace the resigning Agent, Administrative Agent which successor shall be (a) a Lender bank or an Affiliate other financial institution organized under the laws of a Lender; the United States or any political subdivision, or (b) a branch, agency or representative office of any other bank or financial institution with an institution, which branch, agency or representative office is located in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon the acceptance by any successor Agent of its appointment hereunderas the Administrative Agent hereunder by a successor, 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 act. On the effective date of its resignationAdministrative 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 to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as the Administrative Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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. Agent may resign at any time by giving at least 30 days' thirty (30) days written notice thereof to Lenders Lxxxxxx and BorrowersBxxxxxxx. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders DM3\8972795.2 shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and BorrowersObligors. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent permitted by Applicable Law, remove such Agent by written notice to Obligors and Agent. Required Lenders may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3Section 14.2, and all rights and protections under this Section 1113. Any successor to Cerberus Crystal by merger 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders Xxxxxxx and Borrowers. If Agent is a Defaulting Lender, Canadian Required Lenders or U.S. Required Lenders, as applicable, may, to the extent permitted by Applicable Law, remove such Agent by written notice to Borrowers and Agent. Required Xxxxxxx may appoint a successor to replace the resigning or removed Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 13.6 and 13.315.2, and all rights and protections under this Section 1113. Any successor to Cerberus Bank of America by merger 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 in this Section 8.09, Agent may resign at any time by giving at least 30 days' written notice thereof to notifying the Lenders and Borrowers. Upon any such resignation, the Required Lenders may shall have the right, to appoint a successor to replace Agent which satisfies the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersSuccessor Agent Requirements. If no successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of Agent's its resignation, then the retiring Agent may may, on behalf of the Lenders, appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (Agent which shall be a Lender unless no Lender accepts bank or other financial institution organized under the role) laws of the United States or any political subdivision which has a 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 $500,000,000 (collectively, the absence of such appointment, Required Lenders shall on such date assume all rights and duties of “Successor Agent hereunderRequirements”). Upon the acceptance by any successor Agent of its appointment hereunderas Agent hereunder by a successor, 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 act. On the effective date of its resignationAgent, 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 117 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 to have all rights in effect for the benefit of such retiring Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by any of them while it while was acting as Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Xxxxxxxx – Loan, Security and Guaranty Agreement #53354946 EXECUTION VERSION Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. If the Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower Agent and Agent, remove such Agent and 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 Event of Default exists) Borrowers. If no such successor shall have been so appointed pursuant to the foregoing sentence and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the Required Lenders shall automatically assume all rights and duties of Agent.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the rolerole or a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) or Borrowers) or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.4, and all rights and protections under this Section 11Article 12. Any successor to Cerberus 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 Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by giving at least 30 days' written notice thereof to notifying the Lenders and Borrowersthe Borrower. The Administrative Agent may be removed as the Administrative Agent in the case of gross negligence or willful misconduct upon not less than 20 Business Days’ notice to the Administrative Agent and the Borrower from the Required Lenders. Upon any such resignation or removal, the Required Lenders may shall have the right, in consultation with the Borrower, to appoint a successor to replace Agent; provided that consultation with the resigning Agent, which successor Borrower shall not be (a) a Lender or required if an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowersshall have occurred and be continuing. If no successor agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of Agent's its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders, appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (Agent which shall be a Lender unless no Lender accepts the role) bank or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunderfinancial institution. Upon acceptance by any successor Agent of its appointment hereunderas Administrative Agent hereunder by a 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 act. On the effective date of its resignationAdministrative 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 or removal hereunder but as Administrative Agent, the provisions of this Article and Section 9.03 shall continue to have all rights in effect for the benefit of such retiring Administrative Agent, its sub-agents and protections under the Loan Documents with their respective Related Parties in respect to of any actions taken or omitted to be taken by it any of them while Agent, including the indemnification set forth in Sections 11.6 and 13.3, 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 retiring Agent hereunder without further act on the part of any Secured Party or Obligorwas 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 BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Borrower 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 that is a financial institution with an office in the United Statesfrom among Lenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. The Administrative Agent may (x) resign at any time by giving at least 30 days' 5 days written notice thereof to Lenders Xxxxxxx and Borrowers. Xxxxxxxx (or such shorter time period as agreed to by the Required Xxxxxxx) and/or (y) be removed by the Required Lenders may on not less than 30 days’ prior written notice. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor to replace the resigning Agent, Administrative Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersLenders. If no successor agent is appointed prior to the effective date of Administrative Agent's ’s resignation, then Administrative Agent may (but shall not be obligated to) appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (it, which shall be a Lender unless no Lender accepts the role) . Whether or in the absence of not a successor has been appointed, such appointment, Required Lenders resignation shall on such date assume all rights and duties of Agent hereunderbecome effective. Upon acceptance by any a successor Administrative Agent of its appointment hereunder, 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. On the effective date of its resignation, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Administrative Agent’s resignation, the Loan Documents 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 Administrative Agent. The resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the resigning Administrative Agent, including all payments, communications and determinations provided to be made by, to or through the indemnification set forth in Sections 11.6 and 13.3Administrative Agent shall instead be made by or to each Lender directly, and all rights and protections under this Section 11until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Any successor to Cerberus Wilmington Savings Fund Society, FSB, by merger or acquisition of stock or this loan shall continue to be Administrative 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' thirty (30) days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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 Borrowers. 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 that is a financial institution with an office in from among Lenders (and if no such Lender agrees to act as Agent then the United States, 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 appointment, Required Lenders shall on such date assume all become the Agent and exercise the rights and duties of thereof until a successor Agent hereunderis appointed). Upon acceptance by any a successor Agent (or the Required Lenders assuming the duties of its Agent as aforesaid) of an appointment to serve as Agent hereunder, 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus by merger or acquisition of the stock or this loan assets of CIT shall continue to be the Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above. In the event that the Required Lenders act as Agent pursuant to this Section 12.8.1, such Required Lenders shall be indemnified hereunder as if such Required Lenders were named as the 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 BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to Borrower 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 that is a financial institution with an office in the United Statesfrom among Lenders or, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which shall be a Lender unless if no Lender accepts the such role) or in the absence of such appointment, Agent may appoint Required Lenders shall on such date assume all rights and duties of Agent hereunderas successor Agent. Upon acceptance by any a successor Agent of its 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. 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. 155 Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to by the effective date of Agent's resignationresignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its Permitted Discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, 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. On the effective date of its resignation, 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 107 rights and protections available to Agent under the Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 and 13.3Section 15.2, and all rights and protections under this Section 1113. Any successor to Cerberus TCW by merger 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent 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 successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation’s resignation or removal, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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 BorrowersBorrower Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersBorrower Agent. If no successor agent is appointed prior to the effective date of Agent's ’s resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (it, which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any a successor Agent of its appointment hereunder, 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus Wynnefield 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersObligors. If no successor agent is appointed prior to by the effective date of Agent's resignation’s resignation or removal, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its Permitted Discretion (which shall be a Lender unless no Lender accepts the role) or or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, 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. On the effective date of its resignation, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 11.6 and 13.3Section 15.2, and all rights and protections under this Section 1113. Any successor to Cerberus Bank of America by merger 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. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowersthe Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Administrative Borrower. If no such successor agent is Agent shall have been so appointed prior by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective date of Agent's resignationin accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may appoint be removed from its capacity as Agent hereunder upon the request of the Required Lenders and the Borrowers and by notice in writing to such Person. Upon delivery of a successor agent that is a financial institution with an office in the United States, or an Affiliate notice of any such financial institution with an office in the United States acceptable removal to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointmentAgent, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of its appointment hereunder, Default exists) reasonably acceptable to the Administrative Borrower. If no such successor Agent shall thereupon succeed have been so appointed by the Required Lenders and, to the extent applicable, approved by the Administrative Borrower and become vested with all shall have accepted such appointment within 30 days after the powers and duties delivery of the retiring Agent without further actnotice of removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On With effect from the effective date of its resignation, Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder but and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the Fronting Banks under any of the Loan Documents, the retiring or removed Agent shall continue to have hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and each Fronting Bank directly, until such time, if any, as the Required Lenders appoint (and, to the extent applicable, the Administrative Borrower approves) a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and protections the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents with Documents. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 11 and Section 13.2 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent Indemnitees in respect to of any actions taken or omitted to be taken by it any of them while the retiring or removed Agent was acting as Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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.the parties hereto, unless such successor resigns as provided above. 233

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' thirty (30) days prior written notice thereof to Lenders Banks and BorrowersBorrower. Required Lenders may Upon receipt of such notice, the Majority Bank shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (ai) a Lender Bank or an Affiliate affiliate of a Lender; Bank or (bii) a financial institution with an office in commercial bank that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis 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 meeting the qualifications set forth above, provided that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (which if Agent shall be a Lender unless notify Borrower and Banks that no Lender accepts the role) or in the absence of qualifying Person has accepted such appointment, Required Lenders then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Banks under any of the Loan Documents the retiring Agent shall continue to hold such date assume collateral security until such time as a successor Agent is appointed) and (2) all rights payments, communications, and duties of determinations provided to be made by, to or through Agent hereundershall instead be made by or to each Bank directly, until such time as the Majority Banks appoint a successor Agent as provided for above in this paragraph. Upon acceptance by any a successor Agent of its an appointment to serve as Agent hereunder, 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 under the Loan Documents (if not already discharged therefrom as provided above in this paragraph) but shall continue to have all rights and protections under the Loan Documents benefits of the indemnification set forth in Section 8.5. Notwithstanding any Agent’s resignation, the provisions of this Section 8 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus WachoviaWells Fargo Bank, National Association, by merger or acquisition of stock Equity Interests or this loan its Loans hereunder shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. Required Requisite Lenders may with the consent of the Borrower Agent (which consent will not be unreasonably withheld or delayed) appoint a successor to replace the resigning Agent, which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution Lender with an office in the United States, or an Affiliate of any such financial institution bank with an office in the United States States; or (b) a financial institution reasonably acceptable to Required Requisite Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignation, then Agent may appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Requisite Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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, the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 11.6 Section 12.6 and 13.3Section 14.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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. The Administrative Agent may resign at any time by giving at least 30 days' 5 days written notice thereof to Lenders Xxxxxxx and BorrowersObligor Representative (or such shorter time period as agreed to by the Required Lenders). Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Administrative Agent which successor shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) BorrowersLenders. If no successor agent is appointed prior to the effective date of the Administrative Agent's ’s resignation, then the Administrative Agent may (but shall not be obligated to) appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it (it, which shall be a Lender unless no Lender accepts the role) . Whether or in the absence of not a successor has been appointed, such appointment, Required Lenders resignation shall on such date assume all rights and duties of Agent hereunderbecome effective. Upon acceptance by any a successor Administrative Agent of its appointment hereunder, 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. On the effective date of its resignation, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Administrative Agent’s resignation, the Loan Documents 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 Administrative Agent. The resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the resigning Administrative Agent, including all payments, communications and determinations provided to be made by, to or through the indemnification set forth in Sections 11.6 and 13.3Administrative Agent shall instead be made by or to each Lender directly, and all rights and protections under this Section 11until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Any successor to Cerberus X. Xxxxx Commercial Capital, LLC by merger or acquisition of stock or this loan shall continue to be the Administrative 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' thirty (30) days written notice thereof to the Lenders and Borrowersthe Loan Party Agent. Upon receipt of such notice, Required Lenders may shall have the right to appoint a successor to replace the resigning Agent, Agent which successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a commercial bank or other financial institution with an office in that is organized under the United States, or an Affiliate laws of any such financial institution with an office in the United States reasonably acceptable to Required Lenders 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) Borrowersis reasonably acceptable to the Loan Party Agent. If no successor agent Agent is appointed prior to the effective date of the resignation of the Agent's resignation, then the Agent may appoint a successor agent that is Agent from among the Lenders. Until a financial institution with an office in successor Agent has been appointed, the United States, or an Affiliate resignation of any such financial institution with an office in the United States acceptable to it (which Agent shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereundernot become effective. Upon acceptance by any a successor Agent of its an appointment to serve as the Agent hereunder, 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 the benefits of the indemnification set forth in Sections 12.6 and protections under 14.2. Notwithstanding any Agent’s resignation, the Loan Documents 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, including the indemnification set forth in Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus 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 any Secured Party or Obligorthe parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' thirty (30) days written notice thereof to Lenders and Borrowers. Required Lenders may appoint a successor to replace the resigning Agent, which successor shall be that is (a) a Lender or an Affiliate of a Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to by the effective date of Agent's ’s resignation, then on such date, Agent may appoint a successor agent that is a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the role) or and (provided no Event of Default exists) with the consent of Borrowers or, in the absence of such appointment, Required Lenders shall on such date automatically assume all rights and duties of Agent hereunderAgent. Upon acceptance by any successor Agent of its appointment hereunder, such The 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, 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 Loan Documents with respect to actions taken actions, omissions, circumstances or omitted Claims relating to be taken by or arising while it while Agentwas acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in under Sections 11.6 and 13.3, and all rights and protections under this Section 11. Any successor to Cerberus [***] 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. Notwithstanding anything to the contrary, any such successor Agent shall be an Eligible Assignee at the time of appointment.

Resignation; Successor Agent. Agent may resign at any time by giving at least 30 days' days written notice thereof to Lenders and Borrowers. If Agent is a Defaulting Lender under clause (d) of the definition thereof, Required Lenders may, to the extent 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 successor shall be (a) a U.S. Lender or an Affiliate of a U.S. Lender; or (b) a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) in the case of clauses (a) and (b), reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of Agent's resignationresignation or removal, then Agent may (in consultation with the Borrower Agent) appoint a successor agent that is a financial institution with an office in the United States, 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 appointment, Required Lenders shall automatically on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, 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 resignationresignation or removal, 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 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 11.6 12.6 and 13.314.2, and all rights and protections under this Section 1112. Any successor to Cerberus 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.