Common use of Resignation; Successor Agent Clause in Contracts

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers and the Borrower Agent. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), to appoint a successor Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent may resign at any time by giving at least thirty (and, upon 30) days written notice thereof to the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers Lenders and the Borrower Loan Party Agent. Upon any receipt of such resignationnotice, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Administrative Agent which shall be (i) a U.S. Lender or an Affiliate of a U.S. Lender; or (ii) a commercial bank or other financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Loan Party Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuing. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Agent (or such earlier day as shall have been so appointed be agreed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative Agent which from among the Lenders, provided that in no event shall any such successor Agent be a bank Defaulting Lender. Whether or financial institutionnot a successor has been appointed, or an Affiliate of any such bank or financial institutionresignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Loan Party Agent and such PersonDefaulting Lender, remove such Person as the Administrative Agent and, in consultation with the Borrower Loan Party Agent, appoint a successor to the Administrative Agentsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 (thirty) 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. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative AgentAgent of an appointment to serve as the Agent hereunder, such successor Administrative Agent shall ▇▇▇▇▇▇▇▇▇ succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.167

Resignation; Successor Agent. (a) 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 ▇▇▇▇▇▇▇ and the Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required ▇▇▇▇▇▇▇ 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 in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers ▇ and the Borrower AgentBorrowers and by notice in writing to such Person. Upon any such resignationdelivery of a notice of removal to Agent, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuingBorrower. If no such successor Administrative Agent shall have been so appointed 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 Administrative Agent gives delivery of the notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days 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. (c) . With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter Fronting Banks under any of Credit Issuers hereunderthe Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative 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 the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer 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 Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring Administrative or removed Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder and under the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agentother Loan Documents. After any the retiring Administrative or removed Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article Section 11 and Section 9.03 13.2 shall continue in effect for the benefit of such retiring Administrative or removed Agent, its sub-agents and their respective Related Parties Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative or removed Agent was acting as an Administrative Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunderhereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers giving at least 30 days written notice thereof to Lenders and the Borrower AgentAdministrative Borrower. Upon any such resignationreceipt of a notice of resignation from Agent, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Event of Default exists) is reasonably acceptable to the Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuingBorrower. If no such successor Administrative Agent shall have been so appointed 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 Administrative Agent gives notice notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Letter of Credit IssuersLenders, appoint a successor Administrative Agent which meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall be a bank or financial institutionnonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative if Agent is shall become a Defaulting Lender pursuant to clause (d) Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the definition thereof, the Required Lenders may, to and the extent permitted by applicable Law, Borrowers and by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower . Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative AgentBorrower. If no such successor Agent shall have been so appointed 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 delivery of the 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 in accordance with such notice on the Removal Effective Date. (c) . With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter Fronting Banks under any of Credit Issuers hereunderthe Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative 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 the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer 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 Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring Administrative or removed Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder and under the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agentother Loan Documents. After any the retiring Administrative or removed Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article Section 11 and Section 9.03 13.2 shall continue in effect for the benefit of such retiring Administrative or removed Agent, its sub-agents and their respective Related Parties Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative or removed Agent was acting as an Administrative Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunderhereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (andby giving at least 30 days written notice thereof to Collateral Agent, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers ▇ and the Borrower AgentBorrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), to may appoint a successor Administrative Agentthat is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided that the consent the Parent shall not be required if a no Default shall have occurred and be continuingor Event of Default exists) Borrower. If no successor Administrative Agent shall have been so is appointed by the Required Lenders and shall have accepted effective date of Administrative Agent’s resignation, then on such appointment within 30 days after the retiring date, Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative Agent acceptable to it in its reasonable discretion (which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (bLender unless no Lender accepts the role) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent andor, in consultation with the Borrower Agentabsence of such appointment, appoint a successor to the Collateral Agent shall automatically assume all rights and duties of Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such The successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the Agent without further act. The retiring Administrative Agent shall be discharged from its duties hereunder on the effective date of its resignation, but shall continue to have all rights and obligations hereunder. The fees payable by the Borrowers protections available to a successor Administrative Agent shall be under the same as those payable Loan Documents with respect to its predecessoractions, and without duplicationomissions, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent’s resignation circumstances or removal hereunder Claims relating to or arising while it was acting or transferring responsibilities as Administrative Agent, the provisions including indemnification under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Banco Santander, S.A. New York Branch by merger or acquisition of stock or this Article and Section 9.03 loan shall continue in effect for to be Administrative Agent hereunder without further act on the benefit part of such retiring any Lender or Obligor. (b) Collateral Agent may resign at any time by giving at least 30 days written notice thereof to Administrative Agent, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇. Required Lenders may appoint a successor that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrower. If no successor is appointed by the effective date of Collateral Agent’s resignation, then on such date, Collateral Agent may appoint a successor acceptable to it in its sub-agents reasonable discretion (which shall be a Lender unless no Lender accepts the role) or, in the absence of such appointment, Administrative Agent shall automatically assume all rights and their respective Related Parties in duties of Collateral Agent. The successor Collateral Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Collateral Agent without further act. The retiring Collateral Agent shall be discharged from its duties hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Collateral Agent under the Loan Documents with respect to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Collateral Agent or holding any Collateral on behalf of Lenders, including indemnification under Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Silver Point Finance, LLC by merger or acquisition of stock or this loan shall continue to be Collateral Agent hereunder without further act on the part of any actions taken Lender or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunderObligor.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers Issuer and the 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 Agentfrom the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right, in consultation with the consent of the Parent (which shall not be withheld or delayed unreasonably)Borrower, to appoint a successor Administrative Agent; provided that consultation with the consent the Parent Borrower shall not be required if a an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”)resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit IssuersIssuer, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, predecessor unless otherwise agreed by the Borrowers Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent may resign at any time by giving at least thirty (and, upon 30) days written notice thereof to the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers Lenders and the Borrower Loan Party Agent. Upon any receipt of such resignationnotice, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Administrative Agent which shall be (i) a U.S. Lender or an Affiliate of a U.S. Lender; or (ii) a commercial bank or other financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Loan Party Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuing. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Agent (or such earlier day as shall have been so appointed be agreed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative Agent which from among the Lenders, provided that in no event shall any such successor Agent be a bank Defaulting Lender. Whether or financial institutionnot a successor has been appointed, or an Affiliate of any such bank or financial institutionresignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Loan Party Agent and such PersonDefaulting Lender, remove such Person as the Administrative Agent and, in consultation with the Borrower Loan Party Agent, appoint a successor to the Administrative Agentsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 (thirty) 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. (c) Upon acceptance by a successor Agent of 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 (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable). With effect from the Resignation Effective Date or the Removal Effective Date (Date, as applicable) , (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in but it and the case of any collateral security held by Agent Indemnitees shall continue to have the Administrative Agent on behalf benefits of the Lenders indemnification set forth in Sections 12.6 and 14.2 and (ii) except for any indemnity payments or the Letter of Credit Issuers hereunder, other amounts then owed to the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer any Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After Notwithstanding any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentremoval, the provisions of this Article and Section 9.03 12 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by it or its designees while the Agent, or after such resignation or removal for as long as any it or its designees continue 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 them while the retiring Administrative Lenders and (ii) in respect of any actions taken in connection with transferring the agency to any successor Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent was acting hereunder without further act on the part of the parties hereto, unless such successor resigns as an Administrative Agent hereunderprovided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇Lenders, will so resign) by notifying the Lenders, the Letter of Credit Issuers and the Borrower Agent. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), to appoint a successor Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇Lenders, will so resign) by notifying the Lenders, the Letter of Credit Issuers Lenders and the Borrower AgentBorrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (which shall not be withheld or delayed unreasonably), to appoint a successor Administrative Agent; provided that the consent the Parent Borrower shall not be required if a an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit IssuersLenders, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower AgentBorrower, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers giving at least 30 days written notice thereof to Lenders and the Borrower Agent. Upon any receipt of such resignationnotice, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Administrative Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring Administrative Agent gives notice resignation of its resignation (the “Resignation Effective Date”)Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If agent from among the Person serving as Administrative Agent Lenders that 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 reasonably acceptable to the Borrower Agent and such Personor, remove such if no successor Lender accepts its appointment on or prior to the effective date of the resignation of Agent, Agent may appoint any other Person as the Administrative Agent and, in consultation with reasonably acceptable to the Borrower Agent as successor Agent, appoint . Upon acceptance by a successor Agent of an appointment to the Administrative Agent. If no serve as Agent hereunder, such successor Agent shall have been so appointed by thereupon succeed to and become vested with all the Required Lenders powers and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) duties of the retiring or removed Administrative Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent but shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through have the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties benefits of the retiring Administrative Agent, indemnification set forth in Sections 12.6 and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder14.2. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After Notwithstanding any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentresignation, the provisions of this Article and Section 9.03 12 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by it whileAgent, its sub-agents and any of them related persons (a) while the retiring Administrative Agent was acting as an Administrative Agent hereunderand (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 Lenders and (ii) in respect of any actions taken in connection with transferring the agency to any successor Agent. Any successor by merger or acquisition of the stock or assets of Bank of America shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent may resign at any time by giving at least thirty (and, upon the request 30) days prior written notice thereof to Banks and Borrower. Upon receipt of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenderssuch notice, the Letter of Credit Issuers and the Borrower Agent. Upon any such resignation, the Required Lenders Majority Bank shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Administrative Agent; Agent which shall be (i) a Bank or an affiliate of a Bank or (ii) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000, and (provided that the consent the Parent shall not be required if a no Default shall have occurred and be continuingor Event of Default exists) is reasonably acceptable to Borrower. If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring Administrative Agent gives notice resignation of its resignation (the “Resignation Effective Date”)Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative agent meeting the qualifications set forth above, provided that if Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the notify Borrower and Banks that no qualifying Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have has accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i1) the retiring or removed 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 Lenders or Banks under any of the Letter of Credit Issuers hereunder, Loan Documents the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii2) all payments, communications communications, and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer Bank directly, until such time, if any, time as the Required Lenders Majority Banks appoint a successor Administrative Agent as provided for aboveabove in this paragraph. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative AgentAgent of an appointment to serve as Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative AgentAgent without further act, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this paragraph) but shall continue to have the benefits of the indemnification set forth in Section 8.5. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After Notwithstanding any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentresignation, the provisions of this Article and Section 9.03 8 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any it while Agent. Any successor to Wachovia Bank, National Association, by merger or acquisition of them while Equity Interests or its Loans hereunder shall continue to be Agent hereunder without further act on the retiring Administrative Agent was acting part of the parties hereto, unless such successor resigns as an Administrative Agent hereunderprovided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers giving at least 30 days written notice thereof to Lenders and the Borrower AgentBorrowers. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), to may appoint a successor Administrative Agentthat is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided that the consent the Parent shall not be required if a no Event of Default shall have occurred and be continuingexists) Borrowers. If no successor Administrative Agent shall have been so is appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice effective date of its resignation (the “Resignation Effective Date”)Agent’s resignation, then the retiring Administrative on such date, Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative Agent acceptable to it in its discretion (which shall be a bank Lender unless no Lender accepts the role) or, in the absence of such appointment, Required Lenders shall automatically assume all rights and duties of Agent. The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. The retiring Agent shall be discharged from its duties hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect to actions, omissions, circumstances or financial institutionClaims relating to or arising while it was acting or transferring responsibilities as Agent or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or an Affiliate acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any such bank Secured Party or financial institution. (b) Obligor. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Applicable Law, by notice in writing to the Borrower Agent and such PersonAgent, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, and appoint a successor that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to the Administrative AgentRequired Lenders and (provided no Event of Default exists) Borrowers. If no such successor shall have been so appointed by pursuant to the Required Lenders foregoing sentence and shall have accepted such appointment within 30 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. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with automatically assume all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent may resign at any time (andby giving at least 30 days written notice thereof to Lenders and Borrowers. In addition, upon the request of the Required ▇▇▇▇▇▇▇Lenders may remove GA Capital, will so resign) LLC as Agent hereunder if any bankruptcy or insolvency case or proceeding is commenced by notifying GA Capital, LLC under any state or federal law and an order has been entered for relief under the LendersBankruptcy Code, the Letter or any other insolvency, debtor relief or debt adjustment law in favor of Credit Issuers and the Borrower AgentGA Capital, LLC. Upon any receipt of such resignationnotice or upon such removal, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Administrative AgentAgent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a Person is organized under the laws of the United States or any state or district thereof and (provided that the consent the Parent shall not be required if a no Default shall have occurred and be continuingor Event of Default exists) is reasonably acceptable to Borrowers. If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring Administrative Agent gives notice resignation or removal, as applicable, of its resignation (the “Resignation Effective Date”)Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative Agent which shall be a bank or financial institutionagent from among Lenders, or if no Lender accepts such role, Agent may appoint Required Lenders as successor agent. Upon acceptance by a successor Agent of an Affiliate appointment to serve as Agent hereunder, or upon appointment of any Required Lenders as successor Agent, such bank or financial institution. (b) If successor Agent shall thereupon succeed to and become vested with all the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) powers and duties of the definition thereofretiring Agent without further act, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent but shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through have the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties benefits of the retiring Administrative Agent, indemnification set forth in Sections 12.6 and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder14.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent may resign at any time by giving at least thirty (and, upon 30) days written notice thereof to the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers Lenders and the Borrower Loan Party Agent. Upon any receipt of such resignationnotice, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Administrative Agent which shall be (i) a U.S. Lender or an Affiliate of a U.S. Lender; or (ii) a commercial bank or other financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Loan Party Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuing. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Agent (or such earlier day as shall have been so appointed be agreed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative Agent which from among the Lenders, provided that in no event shall any such successor Agent be a bank Defaulting Lender. Whether or financial institutionnot a successor has been appointed, or an Affiliate of any such bank or financial institutionresignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Loan Party Agent and such PersonDefaulting Lender, remove such Person as the Administrative Agent and, in consultation with the Borrower Loan Party Agent, appoint a successor to the Administrative Agentsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 (thirty) 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. (c) Upon acceptance by a successor Agent of 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 (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable). With effect from the Resignation Effective Date or the Removal Effective Date (Date, as applicable) , (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in but it and the case of any collateral security held by Agent Indemnitees shall continue to have the Administrative Agent on behalf benefits of the Lenders indemnification set forth in Sections 12.6 and 14.2 and (ii) except for any indemnity payments or the Letter of Credit Issuers hereunder, other amounts then owed to the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer any Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After Notwithstanding any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentremoval, the provisions of this Article and Section 9.03 12 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any of them it or its designees while the retiring Administrative Agent was acting Agent, or after such resignation or removal for as an Administrative Agent hereunder.long as any it or its designees continue to act in any capacity hereunder or under the other Loan Documents, including (i) acting

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent may resign at any time by giving at least thirty (and, upon the request 30) days prior written notice thereof to Banks and Borrower. Upon receipt of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenderssuch notice, the Letter of Credit Issuers and the Borrower Agent. Upon any such resignation, the Required Lenders Majority Bank shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Administrative Agent; Agent which shall be (i) a Bank or an affiliate of a Bank or (ii) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000, and (provided that the consent the Parent shall not be required if a no Default shall have occurred and be continuingor Event of Default exists) is reasonably acceptable to Borrower. If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring Administrative Agent gives notice resignation of its resignation (the “Resignation Effective Date”)Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative agent meeting the qualifications set forth above, provided that if Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the notify Borrower and Banks that no qualifying Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have has accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”)appointment, then such removal resignation shall nonetheless become effective in accordance with such notice on the Removal Effective Date. and (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i1) the retiring or removed 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 Lenders or Banks under any of the Letter of Credit Issuers hereunder, Loan Documents the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii2) all payments, communications communications, and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer Bank directly, until such time, if any, time as the Required Lenders Majority Banks appoint a successor Administrative Agent as provided for aboveabove in this paragraph. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative AgentAgent of an appointment to serve as Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative AgentAgent without further act, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents (if not already discharged therefrom as provided above in this paragraph) but shall continue to have the benefits of the indemnification set forth in Section 8.5. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After Notwithstanding any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentresignation, the provisions of this Article and Section 9.03 8 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any it while Agent. Any successor to WachoviaWells Fargo Bank, National Association, by merger or acquisition of them while Equity Interests or its Loans hereunder shall continue to be Agent hereunder without further act on the retiring Administrative Agent was acting part of the parties hereto, unless such successor resigns as an Administrative Agent hereunderprovided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers giving at least 30 days written notice thereof to Lenders and the Borrower AgentAdministrative Borrower. Upon any such resignationreceipt of a notice of resignation from the Agent, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor the Agent which shall be (a) a Revolver Lender or an Affiliate of a Revolver Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Event of Default exists) is reasonably acceptable to the Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuingBorrower. If no such successor Administrative the Agent shall have been so appointed 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 Administrative the Agent gives notice notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative the Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Letter of Credit IssuersLenders, appoint a successor Administrative the Agent which meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall be a bank or financial institutionnonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, or an Affiliate of any such bank or financial institution. (b) If if the Person serving as Administrative Agent is shall become a Defaulting Lender pursuant to clause (d) Lender, then the Agent may be removed from its capacity as the Agent hereunder upon the request of the definition thereof, the Required Lenders may, to and the extent permitted by applicable Law, Borrowers and by notice in writing to the Borrower Agent and such Person, remove such Person as . Upon delivery of a notice of removal to the Administrative Agent and, in consultation with the Borrower Agent, Required Lenders shall have the right to appoint a successor the Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative AgentBorrower. If no such successor the Agent shall have been so appointed 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 delivery of the 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 in accordance with such notice on the Removal Effective Date. (c) . With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative the 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 Lenders or the Letter Fronting Banks under any of Credit Issuers hereunderthe Loan Documents, the retiring or removed Administrative the Agent shall continue to hold such collateral security until such time as a successor Administrative 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 Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer 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 Administrative the Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative the Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative or removed the Agent (other than any rights to indemnity payments owed to the retiring or removed the Agent), and the retiring Administrative or removed the Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder and under the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agentother Loan Documents. After any the retiring Administrative or removed the Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article Section 12 and Section 9.03 14.2 shall continue in effect for the benefit of such retiring Administrative or removed the Agent, its sub-agents and their respective Related Parties the Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative or removed the Agent was acting as an Administrative the Agent. Any successor to Bank of America by merger or acquisition shall continue to be the Agent hereunderhereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) 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 thirty (and, upon the request 30) days written notice of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers resignation to Lenders and the Borrower AgentAdministrative Borrower. Upon any receipt of such notice of resignation, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuingBorrower. If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring Administrative Agent gives notice resignation of its resignation (the “Resignation Effective Date”)Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor agent from among Lenders, which (provided no Default or Event of Default exists) is reasonably acceptable to Administrative Borrower. Upon acceptance by a successor Agent which of an appointment to serve as Agent hereunder, such successor Agent shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If thereupon succeed to and become vested with all the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) powers and duties of the definition thereofretiring Agent without further act, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under but shall continue to have the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf benefits of the Lenders 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 Letter effective date of Credit Issuers hereunderthe resignation of Agent, the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective, the retiring Agent shall be discharged from its duties and obligations hereunder (but shall continue to hold such collateral security until such time as a successor Administrative have the benefits of the indemnification set forth in Sections 12.6 and 15.2.), and Lenders shall assume and perform all of the duties of Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After Notwithstanding any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentresignation, the provisions of this Article and Section 9.03 12 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any it while Agent. Any successor by merger or acquisition of them while the retiring Administrative stock or assets of RBS shall continue to be Agent was acting hereunder without further act on the part of the parties hereto, unless such successor resigns as an Administrative Agent hereunderprovided above.

Resignation; Successor Agent. 149 (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent may resign at any time by giving at least thirty (and, upon 30) days written notice thereof to the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers Lenders and the Borrower Loan Party Agent. Upon any receipt of such resignationnotice, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Administrative Agent which shall be (i) a U.S. Lender or an Affiliate of a U.S. Lender; or (ii) a commercial bank or other financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to the Loan Party Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuing. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Agent (or such earlier day as shall have been so appointed be agreed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, may appoint a successor Administrative Agent which from among the Lenders, provided that in no event shall any such successor Agent be a bank Defaulting Lender. Whether or financial institutionnot a successor has been appointed, or an Affiliate of any such bank or financial institutionresignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Loan Party Agent and such PersonDefaulting Lender, remove such Person as the Administrative Agent and, in consultation with the Borrower Loan Party Agent, appoint a successor to the Administrative Agentsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 (thirty) 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. (c) Upon acceptance by a successor Agent of 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 (other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable). With effect from the Resignation Effective Date or the Removal Effective Date (Date, as applicable) , (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in but it and the case of any collateral security held by Agent Indemnitees shall continue to have the Administrative Agent on behalf benefits of the Lenders indemnification set forth in Sections 12.6 and 14.2 and (ii) except for any indemnity payments or the Letter of Credit Issuers hereunder, other amounts then owed to the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer any Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After Notwithstanding any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentremoval, the provisions of this Article and Section 9.03 12 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by it or its designees while the Agent, or after such resignation or removal for as long as any it or its designees continue 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 them while the retiring Administrative Lenders and (ii) in respect of any actions taken in connection with transferring the agency to any successor Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent was acting hereunder without further act on the part of the parties hereto, unless such successor resigns as an Administrative Agent hereunderprovided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this SectionSection 8.09, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers Issuing Bank and the Borrower AgentBorrower. Upon any such resignation, the Syndication Agent, at its option, shall become the Administrative Agent provided that it exercises such option within ten (10) days after receipt of said notice 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 consent approval of the Parent Borrower (which not to be unreasonably withheld, except that no such approval shall not be withheld or delayed unreasonablyrequired upon the occurrence and continuance of an Event of Default), to appoint a successor Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuingsuccessor. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days (or such earlier day as shall be agreed by after the Required Lenders) (the “Removal Effective Date”)retiring Administrative Agent gives notice of its resignation, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 may, on behalf of the Lenders or and the Letter Issuing Bank, with the approval of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and Borrower (ii) all payments, communications and determinations provided not to be made byunreasonably withheld, to or through the Administrative Agent except that no such approval shall instead be made by or to each Lender required so long as an Event of Default shall have occurred and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders shall be continuing) appoint a successor Administrative Agent as provided for abovewhich shall be a bank with an office in New York, New York, or an Affiliate of any such bank with such an office. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, predecessor unless otherwise agreed by between the Borrowers Borrower and such successor successor. After the Administrative Agent. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VIII and Section 9.03 hereof shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as an Administrative Agent hereunderAgent.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇Lenders, will so resign) by notifying the Lenders, the Letter of Credit Issuers and the Borrower AgentBorrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (which shall not be withheld or delayed unreasonably), to appoint a successor Administrative Agent; provided that the consent the Parent Borrower shall not be required if a an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower AgentBorrower, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) 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 ▇▇▇▇▇▇▇ and the Administrative Borrower. Upon receipt of a notice of resignation from Agent, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a US Facility Lender or an Affiliate of a US Facility Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Event of Default exists) is reasonably acceptable to the Administrative Borrower. If no such successor Agent shall have been so appointed by the Required ▇▇▇▇▇▇▇ 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 in accordance with such notice on the Resignation Effective Date. In addition, if Agent shall become a Defaulting Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers ▇ and the Borrower AgentBorrowers and by notice in writing to such Person. Upon any such resignationdelivery of a notice of removal to Agent, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuingBorrower. If no such successor Administrative Agent shall have been so appointed 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 Administrative Agent gives delivery of the notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days 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. (c) . With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter Fronting Banks under any of Credit Issuers hereunderthe Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative 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 the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer 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 Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring Administrative or removed Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder and under the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agentother Loan Documents. After any the retiring Administrative or removed Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.11 and

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, the Letter of Credit Issuers giving at least 30 days written notice thereof to Lenders and the Borrower AgentAdministrative Borrower. Upon any such resignationreceipt of a notice of resignation from Agent, the Required Lenders shall have the right, with the consent of the Parent (which shall not be withheld or delayed unreasonably), right to appoint a successor Agent which shall be (a) a U.S. Revolver Lender or an Affiliate of a U.S. Revolver Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Event of Default exists) is reasonably acceptable to the Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuingBorrower. If no such successor Administrative Agent shall have been so appointed 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 Administrative Agent gives notice notices of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Letter of Credit IssuersLenders, appoint a successor Administrative Agent which meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall be a bank or financial institutionnonetheless become effective in accordance with such notice on the Resignation Effective Date. In addition, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative if Agent is shall become a Defaulting Lender pursuant to clause (d) Lender, then Agent may be removed from its capacity as Agent hereunder upon the request of the definition thereof, the Required Lenders may, to and the extent permitted by applicable Law, Borrowers and by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower . Upon delivery of a notice of removal to Agent, Required Lenders shall have the right to appoint a successor Agent meeting the qualifications set forth above that is (provided no Event of Default exists) reasonably acceptable to the Administrative AgentBorrower. If no such successor Agent shall have been so appointed 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 delivery of the 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 in accordance with such notice on the Removal Effective Date. (c) .. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter Fronting Banks under any of Credit Issuers hereunderthe Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative 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 the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer 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 Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring Administrative or removed Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder and under the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agentother Loan Documents. After any the retiring Administrative or removed Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article Section 12 and Section 9.03 14.2 shall continue in effect for the benefit of such retiring Administrative or removed Agent, its sub-agents and their respective Related Parties Agent Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative or removed Agent was acting as an Administrative Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunderhereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lenders, Lenders and the Letter Borrower. The Administrative Agent may be removed as the Administrative Agent in the case of Credit Issuers gross negligence or willful misconduct upon not less than 20 Business Days’ notice to the Administrative Agent and the Borrower Agentfrom the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right, in consultation with the consent of the Parent (which shall not be withheld or delayed unreasonably)Borrower, to appoint a successor Administrative Agent; provided that consultation with the consent the Parent Borrower shall not be required if a an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”)resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit IssuersLenders, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, predecessor unless otherwise agreed by the Borrowers Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) 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 and Borrowers. Required Lenders may appoint a successor that is (anda) 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 successor is appointed by the effective date of Agent’s resignation, upon then on such date, Agent may appoint a successor acceptable to it in its discretion (which shall be a Lender unless no Lender accepts the request role) or, in the absence of the such appointment, Required ▇▇▇▇▇▇▇▇ – Loan, will so resign) by notifying the Lenders, the Letter Security and Guaranty Agreement #53354946 Lenders shall automatically assume all rights and duties of Credit Issuers and the Borrower Agent. Upon any such The successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act. The retiring Agent shall be discharged from its duties hereunder on the effective date of its resignation, but shall continue to have all rights and protections available to Agent under the Required Lenders shall have the rightLoan Documents with respect to actions, with the consent of the Parent (which shall not be withheld omissions, circumstances or delayed unreasonably), Claims relating to appoint a successor Administrative Agent; provided that the consent the Parent shall not be required if a Default shall have occurred and be continuing. If no successor Administrative or arising while it was acting or transferring responsibilities as Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, or holding any Collateral on behalf of Secured Parties, including the Lenders indemnification set forth in Sections 12.6 and 14.2, and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the Letter of Credit Issuers, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate part of any such bank Secured Party or financial institution. (b) Obligor. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Applicable Law, by notice in writing to the Borrower Agent and such PersonAgent, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, and appoint a successor that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable to the Administrative AgentRequired Lenders and (provided no Event of Default exists) Borrowers. If no such successor shall have been so appointed by pursuant to the Required Lenders foregoing sentence and shall have accepted such appointment within 30 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. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with automatically assume all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time (and, upon the request of the Required ▇▇▇▇▇▇▇Lenders, will so resign) by notifying the Lenders, the Letter of Credit Issuers and the Borrower AgentBorrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (which shall not be withheld or delayed unreasonably), to appoint a successor Administrative Agent; provided that the consent the Parent Borrower shall not be required if a an Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent which shall be a bank or financial institution, or an Affiliate of any such bank or financial institution. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower AgentBorrower, appoint a successor to the Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in 76 accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed 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 Lenders or the Letter of Credit Issuers hereunder, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers Borrower and such successor Administrative Agent. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.

Resignation; Successor Agent. (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Each Agent may resign as such at any time upon at least thirty (and, upon 30) days’ prior notice to the request of the Required ▇▇▇▇▇▇▇, will so resign) by notifying the Lendersother Agent, the Letter of Credit Issuers Lenders and the Borrower AgentBorrower. The Required Lenders may remove any Agent by notice in writing to such Person. Upon any such resignationresignation or removal, the Required Lenders shall have the right, right to appoint a successor Agent with the consent of the Parent Borrower (which shall such consent not to be withheld unreasonably withheld, delayed or delayed unreasonably), to appoint a successor Administrative Agent; provided that the consent the Parent shall conditioned and not be required if a Default or Event of Default shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Administrative Agent ) which shall be a bank or financial institutiontrust company with an office in the United States, or an Affiliate of any such bank or financial institution. (b) If trust company with an office in the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Agent and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower Agent, appoint a successor to the Administrative AgentUnited States. If no such successor shall have been so appointed by the Required Lenders and no successor shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned and not required if a Default or Event of Default shall have occurred and be continuing), which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $50,000,000; provided that if such earlier day as retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be agreed by discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of such Agent under the Loan Documents until such time, if any, as the Required Lenders) Lenders appoint a successor Agent. After the retiring Agent’s resignation or removal hereunder (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i1) the retiring or removed 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 Collateral Agent on behalf of the Lenders or Secured Parties under any of the Letter of Credit Issuers hereunderLoan Documents, the retiring or removed Administrative Collateral Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, and without duplication, unless otherwise agreed by the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as an Administrative Agent hereunder.collateral