Common use of Resignation Clause in Contracts

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject The Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) sixty (60) days’ prior written notice to the appointment Borrower, Collateral Manager, Administrative Agent and acceptance each Lender, or (b) the Custodian’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. No such resignation shall become effective until a successor Agent as Custodian shall have assumed the responsibilities and obligations of the Custodian hereunder provided belowthat, any Agent may resign at any time by notifying successor Custodian shall (y) satisfy all requirements of Section 5.5(d) and (z) be acceptable to the other AgentsAdministrative Agent, the Lenders Collateral Manager (if no Collateral Manager Termination Event has occurred) and the BorrowerBorrower (if no Default or Event of Default has occurred and is continuing) in their respective sole discretion. Upon any The Custodian’s sole responsibility after the termination of its obligations as aforesaid shall be to safely maintain all of the Required Loan Documents and to deliver the same to a successor Custodian; provided that if no such successor is appointed within 90 days after the delivery of written notice of the Custodian’s resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall Custodian may (i) petition any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent Custodian or (ii) deliver all Required Loan Documents to the Borrower. The Custodian shall not be responsible for the fees and other applicable reliefexpenses of any successor Custodian. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties delivery of the retiring AgentRequired Loan Documents to any successor Custodian or to the Borrower as provided in this paragraph, and the retiring Agent shall be discharged from its all duties and obligations hereunderof the Custodian shall cease and terminate. The fees payable by payment of all costs and expenses relating to the Borrower to a successor Agent transfer of the Required Loan Documents (including any shipping costs) upon termination shall be the same as those payable to its predecessor unless otherwise agreed between sole responsibility of the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as AgentBorrower.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any Agent may resign at any time by notifying the other Agents, the Lenders and the BorrowerBorrower Representative. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with Borrower Representative, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Lenders Required Lxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefAgent. Upon the acceptance of its appointment as Agent hereunder by a its successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between the by Borrower Representative and such successor. After an Notwithstanding the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Agent under any Loan Document for the benefit of the Lenders, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and, in the case of any Collateral in the possession of Agent, shall continue to hold such Collateral, in each case until such time as a successor Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Agent shall have no duly or obligation to take any further action under any Loan Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Agent for the account of any Person other than Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to Agent shall also directly be given or made to each Lender. Following the effectiveness of the Agent’s resignation hereunderfrom its capacity as such, the provisions of this Section Article, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAgent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as provided below, any (a) the Collateral Agent, Custodial Agent and the Securities Intermediary may resign at any time by notifying giving notice thereof to the other AgentsCompany and the Purchase Contract Agent as attorney-in-fact for the Holders of Units, (b) the Collateral Agent, Custodial Agent and the Securities Intermediary may be removed at any time by the Company and (c) if the Collateral Agent, Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Lenders and Collateral Agent, Custodial Agent or the BorrowerSecurities Intermediary may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Company shall have the right to appoint a successor Collateral Agent, Custodial Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionSecurities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of its resignationresignation or such removal, then the retiring Collateral Agent, Custodial Agent mayor Securities Intermediary, on behalf of as the Lenderscase may be, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of may at the Company's expense petition any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. Upon removal of the Collateral Agent, Custodial Agent or Securities Intermediary, no fees paid to the retiring Collateral Agent, Custodial Agent or Securities Intermediary pursuant to Section 8.6(a) of this Agreement shall be refunded. Each of the Collateral Agent, Custodial Agent and other applicable reliefthe Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $50,000,000. Upon the acceptance of its any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successorsuccessor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. The fees payable by the Borrower to a successor After any retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as Collateral Agent, Custodial Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderor Securities Intermediary, the provisions of this Section 8.8 shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary hereunder. Any corporation into which the Collateral Agent, the Custodial Agent or the Securities Intermediary, in its individual capacity, may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Collateral Agent in its individual capacity may be transferred, shall be the Collateral Agent, the Custodial Agent, or the Securities Intermediary, as the case may be, respectively, under this Agreement without further act.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the other Agents, the giving written notice thereof to Lenders and Borrower. Each such notice shall set forth the Borrowerdate of such resignation. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint (with, unless an Event of Default shall have occurred and be continuing, the consent of Borrower, such consent not to be unreasonably withheld or delayed) a successor Agent to fill Agent. A successor must be appointed for any retiring Agent, and such role provided that in no event Agent’s resignation shall any become effective when such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionaccepts such appointment. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment If, within 30 thirty days after the date of the retiring Agent’s resignation, no successor Agent gives notice of its resignationhas been appointed and has accepted such appointment, then the retiring Agent maymay appoint (with, on behalf unless an Event of Default shall have occurred and be continuing, the Lendersconsent of Borrower, appoint such consent not to be unreasonably withheld or delayed) a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized or an Affiliate licensed to conduct a banking or trust business under the Laws of the United States of America or of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefstate thereof. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by under this Agreement and the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorother Loan Documents. After an any retiring Agent’s resignation hereunder, hereunder the provisions of this Section Article IX shall continue in effect for the to inure to its benefit of such retiring Agent in respect of as to any actions taken or omitted to be taken by it while acting as Agentit was Agent under the Loan Documents.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying and shall resign upon any removal thereof as a Lender pursuant to the other Agents, terms of this Agreement upon at least thirty (30) days’ prior written notice to the Lenders and the Borrower. Any resignation of the Administrative Agent shall not be effective until a replacement therefor is appointed pursuant to the terms hereof. Upon any such resignationresignation of the Administrative Agent, the Majority Lenders, Required Lenders and, so long as no Event of Default existsshall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionAgent. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and, so long as no Event of Default shall then exist, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New York, any Lender hereunder or an Affiliate any commercial bank organized under the laws of the United States of America or of any such financial institution or apply to State thereof and having a court combined capital and surplus of competent jurisdiction for the appointment of a successor Agent and other applicable reliefat least $1,000,000,000. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring AgentAdministrative Agent under the Credit Documents, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthereunder. After an any retiring Administrative Agent’s resignation hereunder, hereunder as Administrative Agent the provisions of this Section Article 9 and all protective provisions of the other Credit Documents shall continue in effect for the inure to its benefit of such retiring Agent in respect of as to any actions taken or omitted to be taken by it while acting as it was Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent Any person serving as provided below, any Agent Trustee or Custodian may resign at any time by notifying giving thirty (30) days advance written notice to the other Agents, Employer. The resignation will become effective thirty (30) days after receipt of such notice unless a shorter period is agreed upon. If the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower shall have the right Employer fails to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender Trustee or a Disqualified Institution. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Custodian following notice of its resignation, then the retiring Agent mayTrustee (or Custodian, on behalf of if applicable) will have the Lenders, power to appoint a successor Agent Trustee (or Custodian, if applicable). The Employer may remove any Trustee (or Custodian, if applicable) at any time by giving written notice to such Trustee (or Custodian, if applicable) and such removal will be effective thirty (30) days after receipt of such notice unless a shorter period is agreed upon. The Employer will have the power to appoint a successor Trustee (or Custodian, if applicable). In the event the Trustee (or Custodian, if applicable) is removed, resigns, dies, or becomes incapacitated and the Employer or Trustee (or Custodian, if applicable) will not or cannot appoint a successor Trustee (or Custodian, if applicable) within a reasonable period of time thereafter, a majority of participants in the Plan will have the authority to appoint a successor Trustee (or Custodian, if applicable) but will not be obligated to do so if engaging a majority of participants would result in unreasonable time, expense, or administrative burden. Upon such resignation or removal, if the resigning or removed Trustee (or Custodian, if applicable) is the sole Trustee (or Custodian, if applicable), they shall transfer all of the assets of the Fund, either in-kind or as proceeds after liquidation, then held by such Trustee (or Custodian, if applicable) as expeditiously as possible to the successor Trustee (or Custodian, if applicable) after paying or reserving such reasonable amount as they will deem necessary to provide for the expense in the settlement of the accounts and the amount of any compensation due them and any sums chargeable against the Fund for which shall they may be liable. If the Funds as reserved are not sufficient for such purpose, then they will be entitled to reimbursement from the successor Trustee (or Custodian, if applicable) out of the assets in the successor Trustee's (or Custodian's, if applicable) hands under this Agreement. If the amount reserved will be in excess of the amount actually needed, the former Trustee (or Custodian, if applicable) will return such excess to the successor Trustee (or Custodian, if applicable). Upon receipt of the transferred assets, the successor Trustee (or Custodian, if applicable) will thereupon succeed to all of the powers and responsibilities given to the Trustee (or Custodian, if applicable) by this Agreement. Where a financial institution organization is serving as Trustee (or Custodian, if applicable) and it is merged with an office in New Yorkor bought by another organization (or comes under the control of any federal or state agency), New Yorkthat organization shall serve as the successor Trustee (or Custodian, if applicable) of this Agreement, but only if it is the type of organization that can so serve under applicable law. Notwithstanding anything herein to the contrary, the Trustee (or Custodian, if applicable) or any subsequent assignees may, by prior written notice to the Employer, and without the need for the Employer's consent or prior approval, assign all or any part of its rights and obligations under this Agreement to any affiliate (which term includes, without limitation, any parent, subsidiary, or an Affiliate sister entity) of any such financial institution the Trustee (or apply Custodian, if applicable) or the assignee. Where the Trustee or Custodian is serving as a nonbank trustee or custodian pursuant to a court of competent jurisdiction for Treasury Regulation section 1.408-2(e), the appointment of Employer will appoint a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successorTrustee (or Custodian, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable if applicable) upon notification by the Borrower Commissioner of Internal Revenue that such substitution is required because the Trustee (or Custodian, if applicable) has failed to a successor Agent shall be comply with the same requirements of Treasury Regulation section 1.408-2(e) or is not keeping such records or making such returns or rendering such statements as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken are required by forms or omitted to be taken by it while acting as Agentregulations.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying give notice of its resignation to the other AgentsLenders, the Lenders Swing Line Lender, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Majority LendersRequired Lenders shall have the right, in consultation with the Borrower and, so long as no Default or Event of Default existshas occurred and is continuing, with subject to the consent reasonable acceptance of the Borrower shall have the right Borrower, to appoint a successor Agent to fill such role provided that successor, which shall be a bank with an office in no event shall the United States, or an Affiliate of any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionbank with an office in the United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, the Swing Line Lender and the L/C Issuer, appoint a successor Administrative Agent which meeting the qualifications set forth above (including the reasonable acceptance of the Borrower); provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be a financial institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by the Administrative Agent on behalf of the Lenders, the Swing Line Lender or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such financial institution or apply to a court of competent jurisdiction for the appointment of collateral security until such time as a successor Administrative Agent is appointed) and other applicable relief(2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender, the Swing Line Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section §14 and §§16.2 and 16.3 shall continue in effect for the benefit of such retiring Agent Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving written notice thereof to the Lenders and the Borrower. Any such resignation may at the Agent’s option also constitute the Agent’s resignation as the Issuing Lender and the Swing Loan Lender. Upon any such resignation, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 ten (10) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a financial institution with an office in New York, New York, or an Affiliate net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as the Agent and, if applicable, the Issuing Lender and the Swing Loan Lender, hereunder by a successorsuccessor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by hereunder as the Borrower to a successor Agent shall be and, if applicable, the same as those payable to its predecessor unless otherwise agreed between Issuing Lender and the Borrower and such successorSwing Loan Lender. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent, the Issuing Lender and the Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. Any such resignation may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. Upon any such resignation, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by Xxxxx’x or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 ten (10) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a any Lender or any financial institution with an office in New Yorkwhose senior debt obligations are rated not less than “A3” or its equivalent by Xxxxx’x or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Subject to Borrower’s approval rights, New Yorkif any, or an Affiliate stated above, upon the acceptance of any such financial institution or apply to a court of competent jurisdiction for the appointment of as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successorSwing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and, if applicable, Issuing Lender and such successorSwing Loan Lender. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any (a) The Administrative Agent may resign at any time by notifying give notice of its resignation to the other AgentsLenders, the Lenders Issuing Bank and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent to fill successor, which shall be a bank with an office in the United States, or an Affiliate of any such role provided bank with an office in the United States. Provided that in no event Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrowers. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Administrative Agent shall be a financial institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such financial institution or apply to a court of competent jurisdiction for the appointment of collateral security until such time as a successor Administrative Agent is appointed) and other applicable relief(y) 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 the Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this §14.9. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this §14.9). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After an the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section Article 14 and §14.9 shall continue in effect for the benefit of such retiring Agent Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. Any such resignation may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. Upon any such resignation, the Majority Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 ten (10) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a any Lender or any financial institution with an office in New Yorkwhose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Subject to Borrower’s approval rights, New Yorkif any, or an Affiliate stated above, upon the acceptance of any such financial institution or apply to a court of competent jurisdiction for the appointment of as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successorSwing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and, if applicable, Issuing Lender and such successorSwing Loan Lender. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the BorrowerBorrowers. The Required Lenders may remove the Agent from its capacity as Agent in the event of the Agent’s gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender. Upon any such resignation, or removal, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role and, if applicable, Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender, any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000; provided that in no event shall any such replacement Agent shall have a Commitment Percentage of not less than ten percent (10%). Unless a Default or Event of Default shall have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrowers. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a any Lender or any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A2” or an Affiliate its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000. Upon the acceptance of its any appointment as Agent and, if applicable, Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender hereunder by a successorsuccessor Agent and, if applicable, Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender such successor Agent and, if applicable, Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agentor removed Agent and, if applicable, Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender, and the retiring or removed Agent and, if applicable, Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and, if applicable, Issuing Lender, Swing Loan Lender, and such successorAlternative Currency Fronting Lender. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender, Swing Loan Lender, and Alternative Currency Fronting Lender. If the resigning or removed Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this Section 12.6, any Administrative Agent may resign at any time time, or shall resign at the written request of the Required Lenders as a result of Administrative Agent’s gross negligence or willful misconduct in performing its duties under this Agreement, by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionAgent. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New YorkApproved Fund, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefApproved Fund. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Administrative Agent’s resignation hereunder, the provisions of this Article 12 and Section 9.12 shall continue in effect for the benefit of such retiring Agent Administrative Agent, its sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it while was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance terms of a successor Agent as provided belowSection 18.1, any the Agent may resign at any time by notifying giving 30 calendar days' prior written notice thereof to the other Agents, the Lenders Banks and the Borrower. Upon any such resignation, the Majority LendersBanks, andsubject to the terms of Section 18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event any Bank or any bank whose senior debt obligations are rated not less than "A" or its equivalent by Moodx'x Xxxestors Service, Inc. or not less than "A" or its equivalent by Standard & Poor's corporation and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be a financial institution with an office in New Yorkbank whose debt obligations are rated not less than "A" or its equivalent by Moodx'x Xxxestors Service, New York, Inc. or an Affiliate not less than "A" or its equivalent by Standard & Poor's Corporation and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAgent. After an any retiring Agent’s resignation hereunder's resignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Administrative Agent may resign at any time by notifying the other Agents, giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent which appointment shall be a Defaulting Lender subject to the consent (which consent will not be unreasonably withheld or a Disqualified Institutiondelayed) of Borrower so long as there is no Existing Default. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Administrative Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New York, or an Affiliate commercial bank organized under the laws of any such financial institution or apply to a court the United States of competent jurisdiction for the appointment America having combined capital and surplus of a successor Agent and other applicable reliefat least $100,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, 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 If no successor has accepted appointment as Administrative Agent within thirty (30) days after the Borrower date on which Administrative Agent first attempts to appoint a successor Administrative Agent, the resigning Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent shall be hereunder until such time, if any, as the same as those payable to its predecessor unless otherwise agreed between the Borrower and Required Lenders appoint a successor which accepts such successorappointment. After an any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Section 16.9 shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the BorrowerBorrower Representative. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as provided below, any (a) the Collateral Agent, Custodial Agent and the Securities Intermediary may resign at any time by notifying giving notice thereof to the other AgentsCompany and the Purchase Contract Agent as attorney-in-fact for the Holders of Units, (b) the Collateral Agent, Custodial Agent and the Securities Intermediary may be removed at any time by the Company and (c) if the Collateral Agent, Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Lenders and Collateral Agent, Custodial Agent or the BorrowerSecurities Intermediary may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (c) of the immediately preceding sentence. Upon any such resignationresignation or removal, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Company shall have the right to appoint a successor Collateral Agent, Custodial Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionSecurities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of its resignationresignation or such removal, then the retiring Collateral Agent, Custodial Agent mayor Securities Intermediary, on behalf of as the Lenderscase may be, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of may at the Company's expense petition any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. Each of the Collateral Agent, Custodial Agent and other applicable reliefthe Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $50,000,000. Upon the acceptance of its any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successorsuccessor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. The fees payable by the Borrower to a successor After any retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as Collateral Agent, Custodial Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderor Securities Intermediary, the provisions of this Section 8.8 shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary hereunder.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying giving thirty (30) days’ prior written notice thereof to the other Agents, the Lenders Banks and the Borrower. The Majority Banks may remove the Agent from its capacity as Agent in the event of the Agent’s willful misconduct or gross negligence. The Commitment Percentage of the Bank which is acting as Agent shall not be taken into account in the calculation of Majority Banks for the purposes of removing Agent in the event of the Agent’s willful misconduct or gross negligence. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Banks shall have the right to appoint as a successor Agent to fill such role provided that in no event Agent, any Bank or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x Investors Service, Inc. or not less than “A” or its equivalent by Standard & Poor’s Rating Group Inc. and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Majority Bank’s removal of the Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be any Bank or a financial institution with an office in New Yorkbank whose debt obligations are rated not less than “A” or its equivalent by Xxxxx’x Investors Service, New York, Inc. or an Affiliate not less than “A” or its equivalent by Standard & Poor’s Rating Group Inc. and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAgent. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent Administrative Agents may resign at any time by notifying the other Agents, the giving notice thereof to Lenders and the BorrowerReseller. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Administrative Agent(s) with Reseller’s prior written consent which shall not be unreasonably withheld or delayed; provided, however, that if there is an Existing Default either at the time of resignation or appointment, then Reseller’s written consent shall not be required. Effective with such resignation, the resigning Administrative Agent shall assign (at Reseller’s sole cost and expense) all Security Interests and liens in the Collateral, security documents and UCC filings, and do all other things reasonably necessary so as to fill assign and transfer the Security Interests in the Collateral (including, all documents effectuating or evidencing such role provided that in no event shall Security Interests) to any such successor Administrative Agent or Administrative Agents. The successor Administrative Agent(s) appointed by Required Lenders shall be a Defaulting Lender or a Disqualified InstitutionLender. If no successor Administrative Agent(s) shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the remaining Administrative Agent, if any, and if none, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent Administrative Agent(s) which shall be a commercial bank or other financial institution with an office in New York, New York, organized under the laws of the United States of America or an Affiliate any State thereof having combined capital and surplus of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefat least $300,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, 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 Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Section shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the BorrowerBorrower Representative. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any Agent may resign at any time by notifying the other Agents, the Lenders and the BorrowerBorrower Representative. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with Borrower Representative, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefAgent. Upon the acceptance of its appointment as Agent hereunder by a its successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between the by Borrower Representative and such successor. After an Notwithstanding the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to Agent under any Loan Document for the benefit of the Lenders, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and, in the case of any Collateral in the possession of Agent, shall continue to hold such Collateral, in each case until such time as a successor Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Agent shall have no duly or obligation to take any further action under any Loan Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent; provided that (i) all payments required to be made hereunder or under any other Loan Document to Agent for the account of any Person other than Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to Agent shall also directly be given or made to each Lender. Following the effectiveness of Agent’s resignation hereunderfrom its capacity as such, the provisions of this Section Article, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAgent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor The Administrative Agent as provided below, or any Managing Agent may resign at any time by notifying upon thirty (30) days’ notice to the other Agentsapplicable Lenders. If the Administrative Agent resigns under this Agreement, the Requisite Lenders and the Borrower. Upon any such resignationshall appoint, the Majority Lenders, and, so long as no Event of Default exists, after consulting with the consent of Parent, from among the Borrower shall have the right to appoint Committed Lenders that are not Defaulting Lenders at such time a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionagent for the Secured Parties. If no successor shall have been so agent is appointed by prior to the Majority Lenders and shall have accepted such appointment within 30 days effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of consulting with the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any agent from among the Committed Lenders that are not Defaulting Lenders at such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relieftime. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent xxxxxxxxx, such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, Administrative Agent and the retiring term “Administrative Agent” shall mean such successor agent and the Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorterminated. After an any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Section 11.09 and Sections 11.03 and 11.07 shall continue in effect for the inure to its benefit of such retiring Agent in respect of as to any actions taken or omitted to be taken by it while acting it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Committed Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor agent as provided for above. If a Managing Agent resigns under this Agreement, the Lenders in such Lender Group shall appoint a successor agent.

Resignation. Subject to the appointment and acceptance of a successor The Agent as provided below, (or any Agent successor) may resign at any time resign as such by notifying giving thirty (30) days’ prior written notice to the other Agents, the Lenders Borrowers and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so appointed by each Lender; and the Majority Lenders may remove the Agent at any time with or without cause by giving written notice to the Agent and the Borrowers. In either case, resignation or removal, the institution then serving as Agent shall have accepted such appointment within 30 days after also resign as Letter of Credit Issuer in the retiring Agent gives notice of its resignationmanner provided in Section 5.3, then the retiring Agent mayabove, unless Holdings, on behalf of the LendersBorrowers, has waived in writing the requirements of this sentence. In any such case, the Majority Lenders shall appoint a successor Agent to the resigned or removed agent (the “Former Agent”), which shall also serve as successor Letter of Credit Issuer, provided that the Majority Lenders obtain the Borrowers’ prior written consent to the successor (which consent shall not be unreasonably withheld), by giving written notice to the Borrowers, the Former Agent and each Lender not participating in the appointment; provided, however, that, if at the time of the proposed resignation or removal of an Agent, any Borrower is the subject of an action referred to in Section 11.7 or any other Event of Default shall have occurred and be continuing, the Borrowers’ consent shall not be required. In the absence of a financial institution with an office in New Yorktimely appointment, New York, or an Affiliate the Former Agent shall have the right (but not the duty) to make a temporary appointment of any such financial institution or apply Lender (but only with that Lender’s consent) to a court act as its successor (and as successor Letter of competent jurisdiction for Credit Issuer) pending an appointment pursuant to the appointment of a immediately preceding sentence. In either case, the successor Agent and other applicable relief. Upon the Letter of Credit Issuer shall deliver its written acceptance of appointment to the Borrowers, to each Lender and to the Former Agent, whereupon (a) the Former Agent shall execute and deliver such assignments and other writings as the successor Agent may reasonably require to facilitate its appointment being and acting as the Agent hereunder by a successorand Letter of Credit Issuer, such (b) the successor Agent (and successor Letter of Credit Issuer) shall succeed to in any event automatically acquire and become vested with assume all the rights, powers, privileges rights and duties as those prescribed for the Agent by this Article 13 and, subject to the provisions of Section 5.3, above, for the retiring AgentLetter of Credit Issuer by Article 5, above, and (c) the retiring Former Agent shall be discharged from its duties and obligations hereunder. The fees payable by under this Agreement and the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as Agentother Loan Documents.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving written notice thereof to the Lenders and the Borrower. Any such resignation may at the Agent’s option also constitute the Agent’s resignation as the Issuing Lender and the Swing Loan Lender. Upon any such resignation, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a financial institution with an office in New York, New York, or an Affiliate net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as the Agent and, if applicable, the Issuing Lender and the Swing Loan Lender, hereunder by a successorsuccessor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by hereunder as the Borrower to a successor Agent shall be and, if applicable, the same as those payable to its predecessor unless otherwise agreed between Issuing Lender and the Borrower and such successorSwing Loan Lender. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent, the Issuing Lender and the Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor The Administrative Agent as provided below, or any Managing Agent may resign at any time by notifying upon thirty (30) days’ notice to the other Agentsapplicable Lenders. If the Administrative Agent resigns under this Agreement, the Requisite Lenders and shall appoint from among the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint Committed Lenders a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionagent for the Secured Parties. If no successor shall have been so agent is appointed by prior to the Majority Lenders and shall have accepted such appointment within 30 days effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of consulting with the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for agent from among the appointment of a successor Agent and other applicable reliefCommitted Lenders. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor agent hereunder, such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, Administrative Agent and the retiring term “Administrative Agent” shall mean such successor agent and the Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorterminated. After an any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Section 11.09 and Sections 11.03 and 11.07 shall continue in effect for the inure to its benefit of such retiring Agent in respect of as to any actions taken or omitted to be taken by it while acting it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Committed Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor agent as provided for above. If a Managing Agent resigns under this Agreement, the Lenders in such Lender Group shall appoint a successor agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. Any such resignation may at Agent’s option also constitute Agent’s resignation as Issuing Lender. Upon any such resignation, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender, any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a financial institution with an office in New York, New York, or an Affiliate net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as Agent and, if applicable, Issuing Lender, hereunder by a successorsuccessor Agent and, if applicable, Issuing Lender, such successor Agent and, if applicable, Issuing Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and, if applicable, Issuing Lender, and the retiring Agent and, if applicable, Issuing Lender, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorand, if applicable, Issuing Lender. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent and Issuing Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any Agent may resign at any time by notifying the other Agents, the Lenders and the BorrowerBorrower Representative. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with Borrower Representative, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefAgent. Upon the acceptance of its appointment as Agent hereunder by a its successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between the by Borrower Representative and such successor. After an Notwithstanding the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Agent under any Loan Document for the benefit of the Lenders, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and, in the case of any Collateral in the possession of Agent, shall continue to hold such Collateral, in each case until such time as a successor Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Agent shall have no duly or obligation to take any further action under any Loan Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Agent for the account of any Person other than Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to Agent shall also directly be given or made to each Lender. Following the effectiveness of the Agent’s resignation hereunderfrom its capacity as such, the provisions of this Section Article, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAgent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Escrow Agent may resign at for any time by notifying reason upon written notice to the other AgentsParties specifying a date (not less than five days after the giving of such notice) when such resignation shall take effect. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit into, make any disbursement from or otherwise dispose of the Lenders and Escrow Fund, but its only duty shall be to hold the Borrower. Upon any Escrow Fund for a period of not more than five (5) business days following the effective date of such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint at which time (a) if a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor escrow agent shall have been so appointed and written notice thereof (including the name and address of such successor escrow agent) shall have been given to the resigning Escrow Agent, the Escrow Agent shall be authorized to pay over to the successor escrow agent the Escrow Fund, less any portion thereof previously distributed in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice signed by the Majority Lenders Company and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationa successor escrow agent, then the retiring resigning Escrow Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office authorized to promptly return the amount in New York, New York, or an Affiliate of any such financial institution or apply the Escrow Fund to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentCompany, and the retiring resigning Escrow Agent shall be discharged authorized to notify the Company, in writing, of its liquidation and distribution of the Escrow Fund; whereupon, in either case, the Escrow Agent shall be relieved of all further obligations and released from its duties any and obligations hereunderall liability under this Agreement. The fees payable Without limiting the provisions of Section 6 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Borrower Parties and the Parties shall be liable for any expenses incurred in connection with the Escrow Agent's resignation, the transfer of the Fund to a successor Agent shall be escrow agent or the same as those payable distribution of the Fund pursuant to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as Agent4.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default existsRequired Lenders shall have the right, with the consent of the Borrower shall have the right (such consent not to be unreasonably withheld, conditioned or delayed), to appoint a successor Agent to fill such role successor; provided that in no event such consent of the Borrowers shall be required at any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutiontime during the existence of an Event of Default. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New York, commercial bank or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefcommercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the BorrowerBorrower Representative. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.16(d) and Section 10.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) of this Section 9.06.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the BorrowerBorrower Representative. Upon any such resignation, the Majority LendersRequired Lenders shall have the right, andin consultation with the Borrower Representative and with the consent (such consent not to be unreasonably withheld, so long as no delayed or conditioned) of the Borrower Representative (unless a Specified Event of Default exists, with the consent of the Borrower shall have the right occurred and be continuing), to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and consented to by the Borrower Representative (to the extent such consent is required) and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject The Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) sixty (60) days’ prior written notice to the appointment Borrower, the Collateral Manager, the Administrative Agent and acceptance each Lender, or (b) the Custodian’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. No such resignation shall become effective until a successor Agent as Custodian shall have assumed the responsibilities and obligations of the Custodian hereunder; provided belowthat, any Agent may resign at any time by notifying successor Custodian shall (y) satisfy all requirements of Section 5.5(d) and (z) be acceptable to the other AgentsAdministrative Agent, the Lenders Collateral Manager (if no Collateral Manager Termination Event has occurred) and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as Borrower (if no Event of Default exists, with has occurred and is continuing) in their respective sole discretion. The Custodian’s sole responsibility after the consent termination of its obligations as aforesaid shall be to safely maintain all of the Borrower shall have Required Loan Documents and to deliver the right same to appoint a successor Agent to fill such role provided that in Custodian; provided, further that, if no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so is appointed by the Majority Lenders and shall have accepted such appointment within 30 90 days after the retiring Agent gives delivery of written notice of its the Custodian’s resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of Custodian may (i) petition any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent Custodian or (ii) deliver all Required Loan Documents and other applicable reliefCollateral in its possession to the Borrower. The Custodian shall not be responsible for the fees and expenses of any successor Custodian. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties delivery of the retiring AgentRequired Loan Documents and other Collateral in its possession to any successor Custodian or to the Borrower as provided in this paragraph, and the retiring Agent shall be discharged from its all duties and obligations hereunderof the Custodian shall cease and terminate. The fees payable by payment of all reasonable and documented out-of-pocket costs and expenses relating to the Borrower to a successor Agent transfer of the Required Loan Documents and any other Collateral (including any shipping costs) upon termination shall be the same as those payable to its predecessor unless otherwise agreed between sole responsibility of the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as AgentBorrower.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. Any such resignation may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. Upon any such resignation, the Majority Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 ten (10) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a any Lender or any financial institution with an office in New Yorkwhose senior debt obligations are rated not less than “A2” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Subject to Borrower’s approval rights, New Yorkif any, or an Affiliate stated above, upon the acceptance of any such financial institution or apply to a court of competent jurisdiction for the appointment of as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successorSwing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and, if applicable, Issuing Lender and such successorSwing Loan Lender. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Administrative Agent may resign at any time by notifying the other Agents, giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent to fill such role provided that in no event Administrative Agent, which shall any such successor Administrative Agent be a Defaulting Lender or commercial bank organized under the laws of the United States of America having a Disqualified Institutioncombined capital and surplus of at least $1,000,000,000.00. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Administrative Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New York, or an Affiliate commercial bank organized under the laws of any such financial institution or apply to a court the United States of competent jurisdiction for the appointment America having combined capital and surplus of a successor Agent and other applicable reliefat least $1,000,000,000.00. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, 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 If no successor has accepted appointment as Administrative Agent within thirty (30) days after the Borrower date on which Administrative Agent first attempts to appoint a successor Administrative Agent, the resigning Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent shall be hereunder until such time, if any, as the same as those payable to its predecessor unless otherwise agreed between the Borrower and Required Lenders appoint a successor which accepts such successorappointment. After an any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Section 18.9 shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation. Subject (a) The Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of the Banks, whether or not a successor Agent as provided below, has been appointed. In the event of any Agent may resign at any time by notifying resignation of the other AgentsAgent, the Lenders and Required Banks shall, in consultation with the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower shall have the right to promptly as practicable appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionAgent. If no such successor Agent shall have been so appointed by the Majority Lenders Required Xxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignation, then the retiring resigning Agent may, on behalf of the LendersBanks and, in consultation with the Borrower, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized under the laws of the United States of America or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefState thereof. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall succeed thereupon be entitled to receive from the prior Agent such documents of transfer and become vested with all the rights, powers, privileges and duties of the retiring Agent, assignment as such successor Agent may reasonably request and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by under this Agreement and the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorother Loan Documents. After an Agent’s any resignation hereunderpursuant to this Section, the provisions of this Section shall continue in effect for inure to the benefit of such retiring the successor Agent in respect of as to any actions taken or omitted to be taken by it while acting it is an Agent hereunder and to the retiring Agent as to any actions taken or omitted to be taken by it while it was an Agent hereunder. Prior to any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent from its capacity as Agent in the event of the Agent’s gross negligence or willful misconduct or if the Agent is a Defaulting Lender. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender (with the Commitment Percentage of the Lender which is acting as Agent shall not be taken into account in the calculation of Required Lenders for the purposes of removing Agent in the event of the Agent’s willful misconduct or gross negligence). Upon any such resignation, or removal, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender and Swing Loan Lender, (i) any Lender or (ii) any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a (i) any Lender or (ii) any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A2” or an Affiliate its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000. Upon the acceptance of its any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successorsuccessor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agentor removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent and, if applicable, Issuing Lender and 112 Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and, if applicable, Issuing Lender and such successorSwing Loan Lender. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing Lender and Swing Loan Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation. Subject to the appointment and acceptance of a successor The Collateral Agent as provided below, any Agent may resign at any time may resign, upon 30 days' prior written notice, by notifying an instrument addressed and delivered to the other Agents, the Lenders Purchasers and the Borrower. Upon Company and may be removed at any such resignationtime with or without cause upon 30 days' prior written notice, the Majority Lenders, and, so long as no Event of Default exists, with the consent by an instrument in writing duly executed by duly authorized signatories of the Borrower Required Holders. The Required Holders shall also have the right to appoint a successor to the Collateral Agent to fill such role provided that in no event shall upon any such successor Administrative Agent be a Defaulting Lender resignation or a Disqualified Institution. If no successor shall have been so appointed removal, by instrument of substitution complying with the Majority Lenders and shall have accepted such appointment within 30 days after requirements of applicable law, or, in the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate absence of any such financial institution requirement, without any formality other than appointment and designation in writing, a copy of which instrument or apply writing shall be sent to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefeach Purchaser. Upon the acceptance making of its such appointment as and delivery to such successor Collateral Agent hereunder of the Collateral then held by a successorthe retiring Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of conferred hereby and by the retiring AgentSecurity Documents upon the Collateral Agent named herein, and one or more such appointments and designations shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. The retiring Collateral Agent shall not be discharged from its duties and obligations hereunder. The fees payable by hereunder until, and the Borrower to a successor retiring Collateral Agent shall be so discharged when, all the same as those payable Collateral held by the retiring Collateral Agent has been delivered to its predecessor unless otherwise agreed between the Borrower successor Collateral Agent and such successorsuccessor Collateral Agent shall execute, acknowledge and deliver to each holder of the Notes and to the Company an instrument accepting such appointment. After an Agent’s resignation hereunderIf no successor shall be appointed and approved on or prior to the date of any such resignation, the provisions resigning Collateral Agent may apply to any court of this Section competent jurisdiction to appoint a successor to act until a successor shall continue in effect for have been appointed by the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting Required Holders as Agentabove provided.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the other Agents, the giving thirty (30) calendar days’ prior written notice thereof to Lenders and the Borrower. Upon any such resignation, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or any other bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a Disqualified Institutionnet worth of not less than $500,000,000. Any such resignation shall be effective upon appointment and acceptance of a successor agent selected by the Required Lenders. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a financial institution bank whose debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P Corporation and which has a net worth of not less than $500,000,000, provided that if Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by Agent on behalf of Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such financial institution or apply to a court of competent jurisdiction for the appointment of collateral security until such time as a successor Agent is appointed) and other applicable relief(2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to Borrower. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder as Agent. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the benefit of such retiring Agent Agent, its agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. Subject to The Administrative Agent or the appointment and acceptance of a successor Agent as provided below, any Documentation Agent may resign at any time by notifying the other Agents, giving sixty (60) days prior written notice thereof to the Lenders and Borrower; provided, however, that such resignation shall not be effective in the Borrowercase of the Administrative Agent until the appointment of a successor Administrative Agent as provided for herein. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Lenders shall have the right right, upon consultation with Borrower, to appoint a successor Administrative Agent to fill such role provided that in no event or successor Documentation Agent. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent or successor Documentation Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Administrative Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent Administrative Agent, which shall be a Lender or financial institution with an office having total assets in New Yorkexcess of FIVE HUNDRED MILLION AND NO/100 DOLLARS ($500,000,000.00). In addition, New Yorkthe Administrative Agent or the Documentation Agent may be removed by the Required Lenders at any time on not less than thirty (30) days prior written notice to the Administrative Agent, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Documentation Agent and other applicable reliefthe Lenders, as applicable. Upon the acceptance of its any appointment as the Administrative Agent or the Documentation Agent hereunder by a successorsuccessor Administrative Agent or successor Documentation Agent, such successor Administrative Agent or successor Documentation Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or retiring Documentation Agent, and the retiring Administrative Agent or retiring Documentation Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Administrative Agent’s resignation hereunder's or retiring Documentation Agent's resignation, the provisions of this Section Agreement and the Other Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by the Administrative Agent or the Documentation Agent while it while was acting as the Administrative Agent or the Documentation Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any the Agent may resign at any time by notifying the other Agents, giving the Lenders and the BorrowerBorrower at least thirty (30) days prior notice of such resignation and specifying the day on which such resignation will become effective, and the Agent may be removed at any time by the Required Lenders if it has breached its obligations under the Loan Documents. Upon any the giving of such resignationnotice of resignation by the Agent or upon the removal of the Agent by the Required Lenders, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent to fill such role provided Agent; provided, that in so long as no event shall any Default or Event of Default then exists the appointment of such successor Administrative Agent shall be a Defaulting Lender subject to the approval of the Borrower, which approval shall not be withheld or a Disqualified Institutiondelayed unreasonably. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation or the removal of the Agent, then the retiring or removed Agent may, on behalf of the Required Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, Lender which is a A&R Credit Agreement — Tandy Brands commercial bank organized under the laws of the United States of America or an Affiliate of any such financial institution or apply to State thereof and having a court combined capital and surplus of competent jurisdiction for the appointment of a successor Agent and other applicable reliefat least $100,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor bank, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any Agent’s resignation or removal hereunder, the provisions of this Section Article shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Banks and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New York, commercial bank or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided, that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided, that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article VIII, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, Required Lenders shall have the right (with the consent of the Borrower; provided that such consent shall not to be unreasonably withheld or delayed and no consent of the Borrower shall have the right be required if an Event of Default has occurred and is continuing but in any event will not be a Disqualified Institution) to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the other Agents, the giving thirty (30) calendar days’ prior written notice thereof to Lenders and the BorrowerBorrowers. The Required Lenders may remove Agent from its capacity as Agent in the event of Agent’s gross negligence or willful misconduct or, to the extent permitted by Legal Requirements, if the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation, or removal, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role (i) any Lender or (ii) any bank whose senior debt obligations are rated not less than “A” or its equivalent by Mxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender Lender. Unless a Default or a Disqualified InstitutionEvent of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrowers. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lender’s removal of Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a (ii) any Lender or (ii) any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A2” or an Affiliate its equivalent by Mxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAgent. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying the other AgentsLenders, the Issuing Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default existsRequired Lenders shall have the right, with the consent of the Borrower shall have the right (such consent not to be unreasonably withheld), to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and approved by the Borrower and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Agent Administrative Agent, which shall be a Lender with an office in the United States, an Affiliate of a Lender or a financial institution with an office in New Yorkthe United States having a combined capital and surplus that is not less than $500,000,000, New Yorkprovided that if the Administrative Agent is resigning, or an Affiliate the retiring Administrative Agent’s resignation shall nevertheless become effective upon such 30 days’ notice and the Lenders shall assume and perform all of any the duties of the Administrative Agent hereunder until such financial institution or apply to a court of competent jurisdiction for time, if any, as the appointment of Required Lenders appoint a successor Agent and other applicable reliefagent as provided for above. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Warrant Agent may resign its duties and be discharged from all further duties and liabilities under this Agreement, subject to this Section 10.7, by giving to the Company not less than 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders, by extraordinary resolution, shall have power at any time by notifying to remove the other Agentsperson then appointed as “Warrant Agent” hereunder (the “Existing Agent” or once removed or resigned, the Lenders “Predecessor Agent”) and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint a successor new person in its stead (the “Successor Agent”). In the event of the Existing Agent to fill such role provided that in no event resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall any such successor Administrative forthwith appoint a Successor Agent be unless a Defaulting Lender or a Disqualified Institution. If no successor shall have Successor Agent has already been so appointed by the Majority Lenders and shall have accepted Warrantholders; failing such appointment within 30 days after by the retiring Company, the Existing Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or Warrantholder may apply to a court justice of competent jurisdiction the Supreme Court of British Columbia (the “Court”) on such notice as such justice may direct, for the appointment of a successor Successor Agent; but any Successor Agent and so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any Successor Agent appointed under any provision of this Section 10.7 shall be a company authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other applicable reliefprovinces, in such other provinces. Upon On any such appointment the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring new Warrant Agent shall be discharged from its vested with the same powers, rights, duties and obligations hereunder. The fees payable responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new Warrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor Warrant Agent shall not become effective until the successor Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor Warrant Agent an appropriate instrument transferring to such successor Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Borrower to a successor Warrant Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Banks and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with Required Lenders shall have the right subject to the consent of the Borrower (except during the existence of an Event of Default), which such consent shall have the right not be unreasonably withheld or delayed, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, 101 provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject The Issuing Lender may resign as such (a “Resigning Issuing Lender”) upon 15 days’ prior written notice to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of in which event the Borrower shall have designate another Lender under the right to appoint a successor Agent to fill relevant Facility as Issuing Lender. Upon acceptance by such role provided that in no event shall any such successor Administrative Agent be a Defaulting other Lender or a Disqualified Institution. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successorIssuing Lender (the “Successor Issuing Lender”), such successor the Successor Issuing Lender shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Resigning Issuing Lender and shall have all the rights and obligations of the Resigning Issuing Lender under this Agreement and the other Loan Documents. Upon request by any of the Resigning Issuing Lender, the Successor Issuing Lender, the Agent or the Borrower, each of the Resigning Issuing Lender, the Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and the Successor Issuing Lender shall enter into an agreement evidencing the appointment of the Successor Issuing Lender and dealing with such successorother matters as the parties may agree including any reallocation of fees paid in relation to outstanding Letters of Credit which may be necessary. After Following the resignation of the Resigning Issuing Lender, the Resigning Issuing Lender shall continue to have all the rights and obligations of an Agent’s resignation hereunderIssuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but the Resigning Issuing Lender shall not be required to issue additional Letters of Credit. For avoidance of doubt, the provisions of this Section Agreement relating to the Issuing Lender shall continue in effect for inure to the benefit of such retiring Agent in respect of the Resigning Issuing Lender as to any actions taken or omitted to be taken by it (a) while acting as Agentit was the Issuing Lender under this Agreement or (b) at any time with respect to Letters of Credit issued by the Issuing Lender.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 (to the extent not already discharged as provided below) discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, such resignation shall become effective on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d), Section 2.17(e) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Banks and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the BorrowerAltair Engineering. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent successor, with the prior written consent (not to fill be unreasonably withheld or delayed) of the Borrower prior to such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionappointment. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.18(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying giving at least sixty (60) days prior written notice thereof to the other AgentsLenders, the Lenders Domestic Borrowing Administrator and the BorrowerForeign Borrowing Administrator; provided, that any such resignation shall only become effective upon (i) appointment of a successor Administrative Agent in accordance with this Section and (ii) the execution and delivery of all documents and the taking of all other actions necessary or, in the opinion of the successor Administrative Agent, in connection with the substitution, in accordance with applicable law, of the successor as creditor of LTI’s Parallel Debts and as holder of the security interest created in accordance with the Loan Documents. Upon any such resignation, if Wachovia is still a Lender under this Credit Agreement at the Majority Lenderstime of such resignation, andWachovia shall automatically be appointed as the successor Administrative Agent, so long as or if Wachovia is no Event longer a Lender hereunder at the time of Default existssuch resignation, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent to fill such role provided that in no event Administrative Agent. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrowers. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent Administrative Agent, which shall be an Eligible Assignee and a financial institution commercial bank with a combined capital surplus of at least $500,000,000, a debt rating of not less than A or its equivalent by S&P and an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefUnited States. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon 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 Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Administrative Agent’s resignation hereunderresignation, the provisions of this Section Credit Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. The Required Lenders or, as the case may be, any successor Administrative Agent, shall notify the Borrowing Administrators of any appointment of any successor Administrative Agent pursuant to this Section.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent may, on behalf shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the LendersAdministrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor Agent which shall be a financial institution with an office agent as provided for above in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefthis paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the other Agents, the giving thirty (30) calendar days’ prior written notice thereof to Lenders and the BorrowerBorrowers. The Required Lenders may remove Agent from its capacity as Agent in the event of Agent’s gross negligence or willful misconduct or, to the extent permitted by Legal Requirements, if the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation, or removal, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role (i) any Lender or (ii) any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender Lender. Unless a Default or a Disqualified InstitutionEvent of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrowers. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lender’s removal of Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a (ii) any Lender or (ii) any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A2” or an Affiliate its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAgent. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower (other than in connection with the exercise of the purchase option under the Intercreditor Agreement), to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefAdministrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.14(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying the other Agents, give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority LendersRequired Lenders shall have the right, in consultation with the Borrower and, so long as no Default or Event of Default existshas occurred and is continuing, with subject to the consent reasonable acceptance of the Borrower shall have the right Borrower, to appoint a successor Agent to fill such role provided that successor, which shall be a bank with an office in no event shall the United States, or an Affiliate of any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionbank with an office in the United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above (including the reasonable acceptance of the Borrower); provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be a financial institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such financial institution or apply to a court of competent jurisdiction for the appointment of collateral security until such time as a successor Administrative Agent is appointed) and other applicable relief(2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section § 14 and § § 16.2 and 16.3 shall continue in effect for the benefit of such retiring Agent Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent from its capacity as Agent in the event of the Agent’s willful misconduct or gross negligence. The Commitment Percentage of the Lender that is acting as Agent shall not be taken into account in the calculation of the Required Lenders for the purpose of removing the Agent in the event of the Agent’s gross negligence or willful misconduct. Any such resignation or removal may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. Upon any such resignationresignation or removal, the Majority Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Event of Default shall have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of Agent, then the retiring or removed Agent may, on behalf of the Lenders, and, so long as no Event of Default existsshall have occurred and be continuing, with the Borrower’s consent of the Borrower shall have the right (such consent not to be unreasonably withheld, delayed or conditioned) appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationAgent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a any Lender or any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A2” or an Affiliate its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successorsuccessor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agentor removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and, if applicable, Issuing Lender and such successorSwing Loan Lender. After an any retiring or removed Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent, Issuing Lender and Swing Loan Lender. If the resigning or removed Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation. Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as provided below, any (a) the Collateral Agent, Custodial Agent and the Securities Intermediary may resign at any time by notifying giving notice thereof to the other AgentsCompany and the Purchase Contract Agent as attorney-in-fact for the Holders of Securities, (b) the Collateral Agent, Custodial Agent and the Securities Intermediary may be removed at any time by the Company and (c) if the Collateral Agent, Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Lenders and Collateral Agent, Custodial Agent or the BorrowerSecurities Intermediary may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (c) of the immediately preceding sentence. The Company shall promptly notify the Purchase Contract Agent of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (b) of the second preceding sentence. Upon any such resignationresignation or removal, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Company shall have the right to appoint a successor Collateral Agent, Custodial Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionSecurities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 60 days after the retiring Agent gives Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of its resignationresignation or such removal, then the retiring Collateral Agent, Custodial Agent mayor Securities Intermediary, on behalf of as the Lenderscase may be, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of may petition any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. Each of the Collateral Agent, Custodial Agent and other applicable reliefthe Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $50,000,000. Upon the acceptance of its any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successorsuccessor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent shall or Securities Intermediary, as the case may be, shall, upon payment of its charges, take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. The fees payable by the Borrower to a successor After any retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as Collateral Agent, Custodial Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderor Securities Intermediary, the provisions of this Section 8.8 shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary hereunder.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and Loan Parties. The Required Lenders may remove the BorrowerAgent from its capacity as Agent in the event of the Agent’s gross negligence or willful misconduct or, to the extent permitted by Legal Requirements, if the Person serving as Agent is a Defaulting Lender pursuant to clause (d) or clause (e) of the definition thereof. Upon any such resignation, or removal, the Majority Required Lenders, andsubject to the terms of § 18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000; provided that in no event shall any such replacement Agent shall have a Commitment Percentage of not less than ten percent (10%). Unless a Default or Event of Default shall have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to Loan Parties. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a any Lender or any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A2” or an Affiliate its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by hereunder as the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAgent. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Escrow Agent may resign at for any time by notifying reason upon written Notice to the other AgentsParties specifying a date (not less than ten (10) business days after the giving of such Notice) when such resignation shall take effect. Should the Escrow Agent resign as herein provided, the Lenders and the Borrower. Upon it shall not be required to accept any such resignationdeposit into, the Majority Lenders, and, so long as no Event of Default exists, with the consent make any disbursement from or otherwise dispose of the Borrower shall have the right to appoint Escrow Shares, but if a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor escrow agent shall have been so appointed and written Notice thereof (including the name and address of such successor escrow agent) signed by the Majority Lenders Parties and the successor escrow agent shall have accepted been given to the resigning Escrow Agent, the Escrow Agent shall be authorized to pay over to the successor escrow agent the Escrow Shares, less any portion thereof previously distributed in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written Notice signed by the Parties and a successor escrow agent within the period of not more than ten (10) business days following the effective date of such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring resigning Escrow Agent mayshall be authorized to deposit the Escrow Shares, less any portion thereof previously distributed or cancelled in accordance with this Agreement, on behalf or after such date, with the clerk of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agentjurisdiction, and the retiring resigning Escrow Agent shall be discharged authorized to notify the other Parties, in writing, of such deposit; whereupon, the Escrow Agent shall be relieved of all further obligations and released from its duties any and obligations hereunderall liability under this Agreement. The fees payable Without limiting the provisions of Section 7 hereof, the resigning Escrow Agent shall be entitled to be jointly and severally reimbursed by the Borrower Parties, and the Parties shall be jointly and severally liable for any fees and expenses incurred in connection with the Escrow Agent’s resignation, the transfer of the Escrow Shares to a successor Agent shall be escrow agent or the same as those payable distribution of the Escrow Shares pursuant to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as Agent5.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent 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 it while was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.15(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject The SPAR Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving, prior to the appointment Mandatory Reorganization, one hundred and acceptance twenty (120) days’ notice in writing to the Company. If the office of the SPAR Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company will appoint in writing a successor SPAR Rights Agent as provided below, any Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent in place of the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionSPAR Rights Agent. If no successor shall have been so appointed by the Majority Lenders and shall have accepted Company will fail to make such appointment within 30 a period of sixty (60) days after it has been notified in writing of such resignation or incapacity by the retiring SPAR Rights Agent gives notice or by the Holder of a SPAR (who will, with such notice, submit his, her, their or its resignationSPAR for inspection by the Company), then any SPAR holder may apply to the retiring Agent may, on behalf Supreme Court of the Lenders, appoint a successor Agent which shall be a financial institution with an office in State of New York, York for the County of New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction York for the appointment of a successor SPAR Rights Agent at the Company’s cost. Any successor SPAR Rights Agent, whether appointed by the Company or by such court, will be a corporation organized and other applicable reliefexisting under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. Upon the acceptance of its appointment as After appointment, any successor SPAR Rights Agent hereunder by a successor, such successor shall succeed to and become will be vested with all the rightsauthority, powers, privileges rights, immunities, duties, and duties obligations of its predecessor SPAR Rights Agent with like effect as if originally named as SPAR Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor SPAR Rights Agent will execute and deliver, at the expense of the retiring AgentCompany, an instrument transferring to such successor SPAR Rights Agent all the authority, powers, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit rights of such retiring predecessor SPAR Rights Agent in respect hereunder; and upon request of any actions taken or omitted successor SPAR Rights Agent the Company will make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to be taken by it while acting as Agentsuch successor SPAR Rights Agent all such authority, powers, rights, immunities, duties, and obligations.

Resignation. Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as provided below, any (a) the Collateral Agent, Custodial Agent and the Securities Intermediary may resign at any time by notifying giving notice thereof to the other AgentsCompany and the Purchase Contract Agent as attorney-in-fact for the Holders of Units, (b) the Collateral Agent, Custodial Agent and the Securities Intermediary may be removed at any time by the Company and (c) if the Collateral Agent, Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Lenders and Collateral Agent, Custodial Agent or the BorrowerSecurities Intermediary may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (c) of the immediately preceding sentence. The Company shall promptly notify the Purchase Contract Agent of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (b) of the second preceding sentence. Upon any such resignationresignation or removal, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Company shall have the right to appoint a successor Collateral Agent, Custodial Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionSecurities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of its resignationresignation or such removal, then the retiring Collateral Agent, Custodial Agent mayor Securities Intermediary, on behalf of as the Lenderscase may be, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of may at the Company's expense petition any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. Each of the Collateral Agent, Custodial Agent and other applicable reliefthe Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $50,000,000. Upon the acceptance of its any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successorsuccessor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor after the payment of any outstanding fees, expenses and indemnities due and owing to such remaining party. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. The fees payable by the Borrower to a successor After any retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as Collateral Agent, Custodial Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderor Securities Intermediary, the provisions of this Section 8.8, and Section 8.6 hereof, shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary hereunder.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. Any such resignation may at the Agent’s option also constitute the Agent’s resignation as the Issuing Lender and the Swing Loan Lender. Upon any such resignation, the Majority Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 ten (10) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be any Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a financial institution with an office in New York, New York, or an Affiliate net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as the Agent and, if applicable, the Issuing Lender and the Swing Loan Lender, hereunder by a successorsuccessor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by hereunder as the Borrower to a successor Agent shall be and, if applicable, the same as those payable to its predecessor unless otherwise agreed between Issuing Lender and the Borrower and such successorSwing Loan Lender. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent, the Issuing Lender and the Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders LC Issuer and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the LC Issuer, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.6 shall continue in effect for the benefit of such retiring Agent 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 it while was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying giving thirty days’ written notice to the other AgentsLenders, the Lenders Issuing Banks and the BorrowerParent. If the Administrative Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Parent may, upon thirty days’ notice, remove the Administrative Agent. Upon receipt of any such resignationnotice of resignation or delivery of any such notice of removal, the Majority Lenders, and, so long as no Event of Default existsRequired Lenders shall have the right, with the consent of the Borrower shall have the right Parent (not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent which shall be a commercial bank, trust company or other Person reasonably acceptable to fill such role the Parent with offices in the U.S.; provided that in during the existence and continuation of a Specified Event of Default, no event consent of the Parent shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionrequired. If no successor shall have been so appointed by the Majority Lenders as provided above and shall have accepted such appointment within 30 thirty days after the retiring Administrative Agent gives notice of its resignationresignation or the Administrative Agent receives notice of removal, then (a) in the case of a retirement, the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above (including, for the avoidance of doubt, consent of the Parent) or (b) in the case of a removal, the Parent may, after consulting with the Required Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the Administrative Agent notifies the Parent, the Lenders and the Issuing Banks that no qualifying Person has accepted such appointment or (y) in the case of a removal, the Parent notifies the Required Lenders that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with such notice and (i) the retiring or removed Administrative Agent shall be a financial institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any such financial institution or apply to a court of competent jurisdiction collateral security held by the Administrative Agent in its capacity as collateral agent for the appointment of Secured Parties for perfection purposes, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and other applicable relief(ii) all payments, communications and determinations required to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly (and each Lender and each Issuing Bank will cooperate with the Parent to enable the Parent to take such actions), until such time as the Required Lenders or the Parent, as applicable, appoint a successor Administrative Agent, as provided for above in this Article 9. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderhereunder (other than its obligations under Section 10.13 hereof). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successorsuccessor Administrative Agent. After an the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent or removed Administrative Agent, its sub-Agents and their respective Related Parties in respect of any actions action taken or omitted to be taken by it any of them while the relevant Person was acting as Administrative Agent (including for this purpose holding any collateral security following the retirement or removal of the Administrative Agent). Any resignation or removal of the Administrative Agent hereunder shall also constitute its resignation as the Swingline Lender effective as of the date of effectiveness of its removal or resignation as Administrative Agent as provided above. In the event of any such resignation as Swingline Lender, the Parent shall be entitled to appoint any Revolving Lender that is willing to accept such appointment as successor Swingline Lender hereunder. Upon the acceptance of any appointment as Swingline Lender hereunder by a successor Swingline Lender, such successor Swingline Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Swingline Lender and the resigning Swingline Lender shall be discharged from its duties and obligations in such capacity hereunder. In the event the Swingline Lender resigns, the applicable Borrowers shall promptly repay all outstanding Swingline Loans on the effective date of such resignation (which repayment may be effectuated with the proceeds of a Borrowing). Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any of its Related Parties.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent from its capacity as Agent in the event of the Agent’s gross negligence or willful misconduct. Upon any such resignation, or removal, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event Agent, (i) any Lender or (ii) any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent Agent, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a (ii) any Lender or (ii) any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A2” or an Affiliate its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAgent. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying the other Agents, giving sixty (60) days prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Administrative Agent reasonably acceptable to fill such role provided that in no event the Borrower. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Administrative Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent reasonably acceptable to the Borrower, which shall be a financial institution with an office in New York, New York, having a rating of not less than "A" or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. its equivalent by S&P. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAdministrative Agent both as Administrative Agent and the Swing Line Lender but not as the issuer of existing Letters of Credit, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Administrative Agent’s resignation hereunder's resignation, the provisions of this Section Credit Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any Administrative Agent may resign at any time by notifying the other Agents, give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority LendersRequired Lenders shall have the right, and, in consultation with Borrower (so long as no Event of Default exists), with the consent of the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionadministrative agent. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefAdministrative Agent. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent and its Related Parties in respect of any actions taken or omitted to be taken by it any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor The Administrative Agent as provided below, any or Collateral Agent may resign at any time by notifying give notice of its resignation to the other AgentsLenders, the Lenders Issuing Lender and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Majority LendersRequired Lenders shall have the right, and, with approval from the Borrowers (so long as no Event of Default existshas occurred and is continuing), with the consent of the Borrower shall have the right to appoint a successor Agent successor, such approval not to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender unreasonably withheld or a Disqualified Institutiondelayed. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, then the retiring Administrative Agent may, or Collateral Agent may on behalf of the LendersLenders and the Issuing Lender, appoint a successor Administrative Agent which or Collateral Agent; provided that if the Administrative Agent or Collateral Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be a financial institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such financial institution or apply to a court of competent jurisdiction for the appointment of collateral security until such time as a successor Collateral Agent is appointed) and other applicable relief(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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6 [Resignation]. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successoror Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After an the retiring Administrative Agent’s or Collateral Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section 10 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while the retiring Administrative Agent or Collateral Agent was acting as Administrative Agent or Collateral Agent, as the case may be. The parties hereto acknowledge and agree that, for purposes of any right of pledge governed by the laws of the Netherlands, including, without limitation, the Dutch Pledge Agreement, any resignation by the Collateral Agent is not effective with respect to its rights and obligations under the Parallel Debt(s), until such rights and obligations have been assumed by the successor Collateral Agent. Without prejudice to the provisions of this Agreement and the other Loan Documents, the Collateral Agent, as applicable, will reasonably cooperate in the assumption of its rights and obligations under or in connection with the Parallel Debt(s) by any such successor and will reasonably cooperate in transferring to such successor all rights under the Foreign Pledge Agreements to the extent governed by the laws of the Netherlands. If PNC resigns as Administrative Agent under this Section 10.6 [Registration], PNC shall also resign as an Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its respective duties and obligations as Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time resign from the office to which he is appointed in terms of this Agreement, without any need to give any reason for such resignation. It shall do so by notifying giving prior written notice to that effect to all the other Agentsparties to the Agreement, but on the understanding that its resignation will not become effective until a successor to the Agent has been appointed in accordance with the following provisions of this Clause 28.2 and such successor has accepted office. If the Agent gives prior notice of its resignation pursuant to this Clause, the Majority Lenders may, with the Borrower’s consent, appoint a successor to the Agent within thirty (30) days. Such consent on the part of the Borrower may not be unreasonably withheld provided that the agency fee remains unchanged (unless otherwise agreed between the Lenders and the Borrower. Upon any such resignation) and, if the new Agent is one of the Lenders, the Borrower shall not refuse their consent under any circumstances. The Borrower’s consent shall be deemed to have been tacitly given if the Borrower fails to notify the outgoing Agent in writing to the contrary within ten (10) days of the date when they received the resignation notice. In the event that the Majority Lenders, and, so long as no Event of Default exists, Lenders should fail to appoint a successor within the said period referred to above with the consent of the Borrower shall have (when such consent is required pursuant to the right foregoing provisions) or if the appointee should refuse to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so appointed by accept the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationoffice, then the retiring Agent may, on behalf of shall itself designate a successor from among the Lenders, appoint subject to prior notice being given to the Borrower. Once a successor to the Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, has been duly appointed and the retiring appointee has accepted office, the outgoing Agent shall be discharged from freed and relieved of any other obligations under this Agreement but shall remain subject to the obligations and entitled to the rights provided for in Clause 28.4 below in relation to its duties and obligations hereunderconduct in the exercise of that office. The fees payable by the Borrower to a successor Agent shall be resign in accordance with this Clause 28.2 if on or after the same as those payable date which is three (3) months before the earliest FATCA Application Date relating to its predecessor unless otherwise agreed between any payment to the Borrower and such successor. After an Agent’s resignation hereunderAgent under the Finance Documents, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as Agent.either:

Resignation. Subject to The Escrow Agent may be removed at any time with the appointment written consent of Purchaser and acceptance of a successor Agent as provided belowRepresentative, any Escrow Agent may resign at any time by notifying hereunder upon thirty (30) days' prior notice to the other AgentsPurchaser and Representative. If the Escrow Agent shall resign or be removed, the Lenders Purchaser and the BorrowerRepresentative shall appoint, as soon as possible, a successor escrow agent. Upon the effective date of such resignation or removal, Escrow Agent will deliver the Escrow Fund to any substitute escrow agent designated by Purchaser and Representative in writing. Any successor escrow agent will be deemed to have accepted the responsibilities hereunder upon execution of this Escrow Agreement and delivery of such resignationexecuted document to Purchaser and Representative. If Purchaser and Representative fail to designate a substitute escrow agent within thirty (30) days after the giving of such notice, Escrow Agent may institute a petition for interpleader. Escrow Agent's sole responsibility after such 30-day notice period expires will be to hold the Majority LendersEscrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, andif any, so long as no Event of Default exists, or in accordance with the consent directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent's obligations hereunder shall cease and terminate. Any removal or resignation of Escrow Agent under this paragraph will in no way discharge the obligations of the Borrower parties hereto under Sections 11, 12, and 13 herein above relating to the reimbursement of expenses, indemnification and fees. Escrow Agent shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so appointed by deduct from the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted property to be taken by it while acting as Agenttransferred to any successor agent any unpaid fees and expenses.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying giving thirty (30) days’ prior written notice thereof to the other Agents, the Lenders Banks and the Borrower. The Majority Banks may remove the Agent from its capacity as Agent in the event of the Agent’s willful misconduct or gross negligence. Any such removal or resignation shall also constitute Agent’s resignation as Swing Line Lender and may, at such Agent’s option, also constitute its resignation as Issuing Bank. The Commitment Percentage of the Bank which is acting as Agent shall not be taken into account in the calculation of Majority Banks for the purposes of removing Agent in the event of the Agent’s willful misconduct or gross negligence. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Banks shall have the right to appoint as a successor Agent to fill such role provided that in no event Agent, Swing Line Lender, and if applicable, Issuing Bank, any Bank or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x Investors Service, Inc. or not less than “A” or its equivalent by Standard & Poor’s Rating Group Inc. and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent Agent, Swing Line Lender and Issuing Bank shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent, Swing Line Lender and, if applicable, Issuing Bank shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Majority Bank’s removal of the Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be any Bank or a financial institution with an office in New Yorkbank whose debt obligations are rated not less than “A” or its equivalent by Xxxxx’x Investors Service, New York, Inc. or an Affiliate not less than “A” or its equivalent by Standard & Poor’s Rating Group Inc. and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000. Upon the acceptance of its any appointment as Agent Agent, Swing Line Lender and Issuing Bank, as applicable, hereunder by a successorsuccessor Agent, such successor Agent, Swing Line Lender and, if applicable, Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, Swing Line Lender and, if applicable, Issuing Bank, and the retiring or removed Agent shall be discharged from its duties and obligations hereunderhereunder as Agent, Swing Line Lender and, if applicable, Issuing Bank. The fees payable by If the Borrower to a resigning Agent shall also resign as the Issuing Bank, such successor Agent shall be issue letters of credit in substitution for the same as those payable Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to its predecessor unless otherwise agreed between the Borrower and current Issuing Bank, in either case, to assume effectively the obligations of the current Agent with respect to such successorLetters of Credit. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent., Swing Line Lender and Issuing Bank. 105

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the BorrowerBorrower Representative. Upon any such resignation, the Majority LendersRequired Lenders shall have the right, andin consultation with the Borrower Representative and with the consent (such consent not to be unreasonably withheld, so long as no delayed or conditioned) of the Borrower Representative (unless a Specified Event of Default exists, with the consent of the Borrower shall have the right occurred and be continuing), to appoint a successor Agent successor, which, unless otherwise consented to fill such role provided that in no event by the Borrower Representative, shall any such successor Administrative Agent be a Defaulting Lender commercial bank organized or licensed under the laws of the United States of America or any state thereof with an office in New York, New York and which serves as a trustee or agent bank in the ordinary course of business, but shall not be a Disqualified InstitutionLender. If no successor shall have been so appointed by the Majority Required Lenders and consented to by the Borrower Representative (to the extent such consent is required) and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which which, unless otherwise consented to by the Borrower Representative, shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution bank and which regularly serves as a trustee or apply to agent bank in the ordinary course of business, but shall not be a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefDisqualified Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject Notwithstanding anything to the appointment and acceptance of a successor Agent as provided belowcontrary contained herein, any Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default existsInitial Issuing Bank may, with the consent of the Borrower and the Administrative Agent (in each case, such consent not to be unreasonably withheld or delayed), resign (such Issuing Bank, the “Resigning Issuing Bank”) as an Issuing Bank, with respect to its Unissued Letter of Credit Commitment and be replaced with one or more substitute Issuing Banks from among the Lenders who agree to assume such role, with the consent of the Borrower and the Administrative Agent (in each case, such consent not to be unreasonably withheld or delayed); provided, that, after giving effect to any such assignment at no time shall have (x) the right Letter of Credit Commitment of any Issuing Bank, including any substitute Issuing Bank, exceed its Revolving Credit Commitment and (y) the sum of the L/C Exposure of all Issuing Banks exceed the sum of (A) the aggregate amount of the Letter of Credit Commitment of all Issuing Banks less (B) the aggregate amount of the Unissued Letter of Credit Commitment of all Issuing Banks. The Borrower or the Resigning Issuing Bank with the consent of the Borrower and the Administrative Agent (in each case, consent not to be unreasonably withheld or delayed) shall be entitled to appoint from among the Lenders who agree to assume such role a successor Agent to fill such role provided that in no event Issuing Bank hereunder and it shall any such successor notify the Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so appointed by Agent, who will notify the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court replacement of competent jurisdiction the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the appointment account of a the Resigning Issuing Bank pursuant to Section 2.04. From and after the effective date of any such replacement, (i) the successor Agent Issuing Bank shall have all the rights and other applicable relief. Upon obligations of the acceptance Resigning Issuing Bank under this Agreement with respect to Unissued Letter of its appointment as Agent hereunder by a successor, Credit Commitment being assigned and the Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorrequire. After the replacement of an Agent’s resignation Initial Issuing Bank hereunder, the provisions of this Section Resigning Issuing Bank shall remain a party hereto and shall continue in effect for to have all the benefit rights and obligations of such retiring Agent in an Issuing Bank under this Agreement with respect to Letters of any actions taken or omitted to be taken Credit issued by it while acting as Agentprior to such replacement, but shall not be required to issue additional Letters of Credit.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving ten (10) calendar days’ prior written notice thereof to the Lenders and the Borrower. Any such resignation may at Agent’s option also constitute Agent’s resignation as Issuing Lender and Swing Loan Lender. Upon any such resignation, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 ten (10) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a any Lender or any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A3” or an Affiliate its equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000.00. Upon the acceptance of its any appointment as Agent and, if applicable, Issuing Lender and Swing Loan Lender, hereunder by a successorsuccessor Agent, and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agentor removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring or removed Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and, if applicable, Issuing Lender and such successorSwing Loan Lender. After an any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent and, if applicable, Issuing Lender and Swing Loan Lender. If the resigning Agent shall also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements reasonably satisfactory to the current Issuing Lender, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying the other Agents, giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent from its capacity as Agent in the event of the Agent’s gross negligence or willful misconduct or if the Agent is a Defaulting Lender. Upon any such resignation, or removal, the Majority Required Lenders, andsubject to the terms of §18.1, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint as a successor Agent to fill such role provided that in no event Agent, (i) any Lender or (ii) any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a (i) any Lender or (ii) any financial institution with an office in New York, New York, whose senior debt obligations are rated not less than “A2” or an Affiliate its equivalent by Xxxxx’x or not less than “A” or its equivalent by S&P and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAgent. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any Agent may resign at any time by notifying the other Agents, the Lenders and the BorrowerBorrower Representative. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with Borrower Representative, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefAgent. Upon the acceptance of its appointment as Agent hereunder by a its successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between the by Borrower Representative and such successor. After an Notwithstanding the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Agent under any Loan Document for the benefit of the Lenders, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and, in the case of any Collateral in the possession of Agent’s , shall continue to hold such Collateral, in each case until such time as a successor Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Agent shall have no duly or obligation to take any further action under any Loan Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Agent for the account of any Person other than Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to Agent shall also directly be given or made to each Lender. Following the effectiveness of the Agent's resignation hereunderfrom its capacity as such, the provisions of this Section Article, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAgent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other Agents, the Lenders and the BorrowerAuthority. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Authority, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Related Documents. The fees payable by the Borrower Authority to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower Authority and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Authority, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Related Documents, provided that, solely for purposes of maintaining any security interest granted, if any, to the Administrative Agent under any collateral document for the benefit of the Lenders, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and, in the case of any collateral in the possession of the Administrative Agent, shall continue to hold such collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any collateral document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Related Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.8(d) and Section 10.4, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Related Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject The Issuing Lender may resign as such (a “Resigning Issuing Lender”) upon 15 days’ prior written notice to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of in which event the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting designate another Lender or a Disqualified Institutionas Issuing Lender. If no successor shall have been so appointed Upon acceptance by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf another Lender of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successorIssuing Lender (the “Successor Issuing Lender”), such successor the Successor Issuing Lender shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Resigning Issuing Lender and shall have all the rights and obligations of the Resigning Issuing Lender under this Agreement and the other Loan Documents. Upon request by any of the Resigning Issuing Lender, the Successor Issuing Lender, the Agent or the Borrower, each of the Resigning Issuing Lender, the Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and the Successor Issuing Lender shall enter into an agreement evidencing the appointment of the Successor Issuing Lender and dealing with such successorother matters as the parties may agree including any reallocation of fees paid in relation to outstanding Letters of Credit which may be necessary. After Following the resignation of the Resigning Issuing Lender, the Resigning Issuing Lender shall continue to have all the rights and obligations of an Agent’s resignation hereunderIssuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but the Resigning Issuing Lender shall not be required to issue additional Letters of Credit. For avoidance of doubt, the provisions of this Section Agreement relating to the Issuing Lender shall continue in effect for inure to the benefit of such retiring Agent in respect of the Resigning Issuing Lender as to any actions taken or omitted to be taken by it (a) while acting as Agentit was the Issuing Lender under this Agreement or (b) at any time with respect to Letters of Credit issued by the Issuing Lender.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Agent may resign at any time by notifying giving ten (10) days’ prior written notice thereof to the other Agents, the Lenders Banks and the Borrower. The Majority Banks may remove the Agent from its capacity as Agent in the event of the Agent’s willful misconduct or gross negligence. The Commitment Percentage of the Bank which is acting as Agent shall not be taken into account in the calculation of Majority Banks for the purposes of removing Agent in the event of the Agent’s willful misconduct or gross negligence. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Banks shall have the right to appoint as a successor Agent to fill such role provided that in no event Agent, any Bank or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Xxxxx’x Investors Service, Inc. or not less than “A” or its equivalent by Standard & Poor’s Rating Group Inc. and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Majority Bank’s removal of the Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be any Bank or a financial institution with an office in New Yorkbank whose debt obligations are rated not less than “A” or its equivalent by Xxxxx’x Investors Service, New York, Inc. or an Affiliate not less than “A” or its equivalent by Standard & Poor’s Rating Group Inc. and which has a net worth of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefnot less than $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAgent. After an any retiring Agent’s resignation hereunderor removal, the provisions of this Section Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying the other Agents, giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Administrative Agent. Effective with such resignation, the resigning Administrative Agent shall assign (at Borrower's sole cost and expense) all Security Interests and liens in the Collateral, security documents and UCC filings, and do all other things reasonably necessary so as to fill assign and transfer the Security Interests in the Collateral (including, all documents effectuating or evidencing such role provided that in no event shall Security Interests) to any such successor Administrative Agent. The successor Administrative Agent appointed by the Required Lenders shall be a Defaulting Lender or a Disqualified InstitutionLender. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Administrative Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank or other financial institution with an office in New York, New York, organized under the laws of the United States of America or an Affiliate any state thereof having combined capital and surplus of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefat least $300,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, 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 Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Administrative Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation. Subject to The Administrative Agents and Collateral Agent (individually an “Agent” and collectively, the appointment and acceptance of a successor Agent as provided below, any Agent “Agents”) may resign at any time by notifying the other Agents, giving notice thereof to the Lenders and the BorrowerBorrowing Agent. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor to the applicable resigning Agent(s) with Borrowing Agent’s prior written consent which shall not be unreasonably withheld or delayed; provided, however, that if there is an Existing Default either at the time of resignation or appointment, then Borrowing Agent’s written consent shall not be required. Effective with such resignation, the resigning Agent shall assign (at Resellers’ sole cost and expense) all Liens in the Collateral, security documents and UCC filings, and do all other things reasonably necessary so as to fill assign and transfer the Liens in the Collateral (including, all documents effectuating or evidencing such role provided that in no event shall Liens) to any such successor Administrative Agent Agent, Administrative Agents or Collateral Agent, as the case may be. The applicable successor Agent(s) appointed by the Required Lenders shall be a Defaulting Lender or a Disqualified InstitutionLender. If no successor applicable Agent(s) shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the remaining Administrative Agent, if any, and if none, the remaining retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent Agent(s) which shall be a commercial bank or other financial institution with an office in New York, New York, organized under the laws of the United States of America or an Affiliate any State thereof having combined capital and surplus of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefat least $300,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Section shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Should the Administrative Agent that also serves as Collateral Agent and Syndication Agent resign, such Agent shall also be deemed to have resigned as Collateral Agent and Syndication Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying the other Agents, giving sixty (60) days prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionAgent. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefAdministrative Agent. Upon the acceptance of its any appointment as an Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon 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 Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Administrative Agent’s resignation hereunderresignation, the provisions of this Section Credit Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Any resignation by Pershing Square Capital as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Collateral Agent to the extend that Pershing Square Capital is acting in such capacities at such time. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Collateral Agent and (b) the Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the BorrowerBorrower Representative. Upon any such resignation, the Majority LendersRequired Lenders shall have the right, and, so long as no Event of Default exists, in consultation with the Borrower Representative and with the consent of the Borrower Representative (unless an Event of Default shall have the right occurred and be continuing or unless such successor is an existing Lender), to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, any the Collateral Agent may resign at any time by notifying giving to the other AgentsTrustee not less than 30 days’ notice of its intention to do so. After giving such notice of resignation to the Trustee, the Lenders Collateral Agent shall, after consultation with the Company, appoint any internationally reputable bank or financial institution selected by the Collateral Agent and acceptable to the Company and the Borrower. Upon any Trustee as successor Collateral Agent which is willing and able to act as such resignation, agent for the Majority Lenders, and, so long as no Event of Default exists, with the consent Holders of the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionNotes. If no such successor shall have been so appointed Collateral Agent selected by the Majority Lenders and Collateral Agent shall have accepted such appointment within 30 days after the retiring Agent gives such Collateral Agent’s giving of notice of its resignation, resignation then the retiring Trustee shall, after consultation with the Company, have the right to appoint such a successor Collateral Agent. Any such appointment shall take effect upon (a) notice thereof being given to the Trustee and the Company and (b) the resigning Collateral Agent may, on behalf having assigned to the successor Collateral Agent any independent rights of the Lendersresigning Collateral Agent in its individual capacity under any of this Indenture, appoint the Notes or the Security Documents by an assignment not constituting a successor Agent novation of debt and to the extent legally possible not having any negative effect on the Security Documents executed in favor of the resigning Collateral Agent, the benefit of which shall be a financial institution with an office in New Yorkexplicitly reserved to the successor Collateral Agent. Thereafter, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring resigning Collateral Agent shall be discharged from any further obligation under this Indenture and the Security Documents and its duties successor and each of the other parties hereto and thereto shall have the same rights and obligations hereunderinter se as they would have had if such successor had been a party to this Indenture and the Security Documents in place of the resigning Collateral Agent. The fees payable by the Borrower to a successor resigning Collateral Agent shall be the same as those payable make over to its predecessor unless otherwise agreed between the Borrower and successor all such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted records as its successor requires to be taken by it while acting as Agentcarry out its duties.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as provided below, any (a) the Collateral Agent, Custodial Agent and the Securities Intermediary may resign at any time by notifying giving notice thereof to the other AgentsCompany and the Purchase Contract Agent as attorney-in-fact for the Holders of Units, (b) the Collateral Agent, Custodial Agent and the Securities Intermediary may be removed at any time by the Company and (c) if the Collateral Agent, Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Lenders and Collateral Agent, Custodial Agent or the BorrowerSecurities Intermediary may be removed by the Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (c) of the immediately preceding sentence. The Company shall promptly notify the Purchase Contract Agent of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (b) of the second preceding sentence. Upon any such resignationresignation or removal, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Company shall have the right to appoint a successor Collateral Agent, Custodial Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionSecurities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of its resignationresignation or such removal, then the retiring Collateral Agent, Custodial Agent mayor Securities Intermediary, on behalf of as the Lenderscase may be, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of may at the Company's expense petition any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. Each of the Collateral Agent, Custodial Agent and other applicable reliefthe Securities Intermediary shall be a bank that has an office in New York, New York with a combined capital and surplus of at least $50,000,000. Upon the acceptance of its any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successorsuccessor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor after the payment of any outstanding fees, expenses and indemnities due and owing to such remaining party. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. The fees payable by the Borrower to a successor After any retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as Collateral Agent, Custodial Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderor Securities Intermediary, the provisions of this Section 8.8, and Section 8.6 hereof, shall continue in effect for the its benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary hereunder. Neither the Company, nor the Purchase Contract Agent shall remove the Custodial Agent or the Securities Intermediary without simultaneously removing the Collateral Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any Agent may resign at any time by notifying the other Agents, the Lenders and the BorrowerBorrower Representative. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with Borrower Representative, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefAgent. Upon the acceptance of its appointment as Agent hereunder by a its successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between the by Borrower Representative and such successor. After an Notwithstanding the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Agent under any Loan Document for the benefit of the Lenders, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and, in the case of any Collateral in the possession of Agent’s , shall continue to hold such Collateral, in each case until such time as a successor Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Agent shall have no duly or obligation to take any further action under any Loan Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Agent for the account of any Person other than Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to Agent shall also directly be given or made to each Lender. Following the effectiveness of the Agent's resignation hereunderfrom its capacity as such, the provisions of this Section Article, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAgent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank, the Loan Insurer and the Borrower. Upon any such resignationresignation of the Administrative Agent, the Majority LendersRequired Lenders shall have the right, and, in consultation with the Borrower and subject to the prior written approval of the Loan Insurer (such approval not to be unreasonably withheld or delayed) so long as no Event of Insurer Default existshas occurred and is continuing, with the consent of the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 sixty (60) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and in consultation with the Borrower and subject to the prior written approval of the Loan Insurer (such approval not to be unreasonably withheld or delayed) so long as no Insurer Default has occurred and is continuing, appoint a successor Administrative Agent; provided, that if Administrative Agent which shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations under the Credit Documents and (b) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Required Lenders with the prior written approval of the Loan Insurer (so long as no Insurer Default has occurred and is continuing) appoint a financial institution with an office successor Administrative Agent as provided for above in New Yorkthis Section; and provided further, New Yorkthat, or an Affiliate where the resignation of the Administrative Agent is due to illegality, any such financial institution or apply resignation will become effective immediately upon notice to a court of competent jurisdiction for the appointment of a successor Agent Lenders, the Issuing Bank, the Loan Insurer and other applicable reliefthe Borrower. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and upon such acceptance or notification as given above, the retiring or retired Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. successor and at any such time as Administrative Agent resigns, retires or is removed or replaced, such Administrative Agent shall return to Borrower (i) a percentage of the Administrative Agent Fee equal to the remaining percentage of the calendar year during which Administrative Agent will no longer serve as Administrative Agent minus (ii) the net amount of any unpaid expenses payable by Borrower to Administrative Agent at the time of its resignation, replacement or removal.. After an Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Banks and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with Required Lenders shall have the right subject to the consent of the Borrower (except during the existence of an Event of Default), which such consent shall have the right not be unreasonably withheld or delayed, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent 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 it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Bank and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institutionsuccessor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a its successor, such successor 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 hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between by the Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it while was acting as AgentAdministrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided belowin this paragraph, any the Administrative Agent may resign at any time by notifying the other AgentsLenders, the Lenders Issuing Banks and the Borrower. Upon any such resignation, the Majority Lenders, andRequired Lenders shall have the right to appoint a successor with, so long as no Event of Default exists, with the consent of the Borrower shall have the right to appoint a successor Agent to fill such role provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified InstitutionBorrower. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a financial institution bank with an office in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefbank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent 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 it while was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any Any Agent may resign its appointment hereunder at any time by notifying giving to the other Agents, the Lenders person(s) referred to in Clauses 17.1.1 and 17.1.2 and the Borrower. Upon any such resignationCompany at least 30 days’ written notice to that effect, provided that (i) in the Majority Lenders, and, so long as no Event of Default exists, with the consent case of the Borrower resignation of the Principal Agent or the Registrar, no such resignation shall have take effect until a new Principal Agent or, as the right case may be, Registrar approved (such approval not to appoint a successor Agent be unreasonably withheld or delayed) in writing by the Trustee has been appointed by the Company on terms approved (such approval not to fill be unreasonably withheld or delayed) in writing by the Trustee, (ii) no such role provided that in resignation shall take effect unless upon the expiry of the notice period there are Agents as required by Clause 17.1 and the Conditions, (iii) no event such resignation shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor take effect until notice thereof shall have been given to the Bondholders in accordance with Condition 17 and (iv) no such notice shall be given so appointed as to expire within a period commencing 30 days immediately preceding any due date for a payment in respect of the Bonds and ending 15 days after such date. Notwithstanding the above, the Company agrees with each Agent that if, by the Majority Lenders and shall have accepted such appointment within 30 day falling 10 days after before the retiring Agent gives expiry of any notice of its resignationreferred to above, the Company has not appointed a replacement Agent, then the retiring relevant Agent mayshall be entitled, on behalf and at the expense of the LendersCompany, to appoint a successor Agent which shall be a in its place any reputable financial institution with an office in New Yorkof good standing on terms approved by the Trustee. Notwithstanding any other provision of this Clause 17, New York, or an Affiliate the appointment of any Agent shall forthwith terminate if such financial institution Agent becomes incapable of acting, is adjudged bankrupt or apply insolvent, files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors, consents to a court of competent jurisdiction for the appointment of a successor Agent and receiver, administrator or other applicable relief. Upon the acceptance similar official of all or a substantial part of its appointment property or assets or admits in writing its inability to pay or meet its debts as Agent hereunder by they mature or suspends payment thereof, or if a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After resolution is passed or an Agent’s resignation hereunder, the provisions of this Section shall continue in effect order made for the benefit winding up or dissolution of such retiring Agent in respect of or any actions taken or omitted to be taken by it while acting as Agentanalogous event occurs under any applicable law.

Resignation. Subject The Collateral Trustee may at any time, by giving 60 days’ prior written notice to the Company and the Mortgage Bond Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of (i) 60 days from the date of such notice and (ii) the appointment and acceptance of a successor Agent as provided belowcollateral trustee or collateral trustees by the Mortgage Bond Trustee (with such successor to be chosen in consultation with, any Agent may resign at any time by notifying the other Agentsand reasonably satisfactory to, the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, andCompany, so long as no Event of Default exists, with has occurred and is continuing). If no successor collateral trustee or collateral trustees shall be appointed and approved within 60 days from the consent date of the Borrower shall have giving of the right aforesaid notice of resignation, the Collateral Trustee (notwithstanding the termination of all of its other duties and obligations hereunder by reason of such resignation), the Mortgage Bond Trustee or the Company may at the expense of the Company, apply to any court of competent jurisdiction to appoint a successor Agent collateral trustee or collateral trustees (which may be an individual or individuals) to fill act until such role provided that in no event shall any such time, if any, as a successor Administrative Agent be a Defaulting Lender collateral trustee or a Disqualified Institution. If no successor collateral trustees shall have been appointed as above provided. Any successor collateral trustee or collateral trustees so appointed by such court shall immediately and without further act be superseded by any successor collateral trustee or collateral trustees approved by the Majority Lenders Mortgage Bond Trustee as above provided. In connection with the foregoing, the Company hereby agrees with the Secured Parties to pay the fees, costs and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate expenses of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable relief. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentCollateral Trustee, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a provide indemnification to any successor Agent shall be Collateral Trustee, to the same extent as those payable it provides the same to its the predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Agent in respect of any actions taken or omitted to be taken by it while acting as AgentCollateral Trustee.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any The Administrative Agent may resign at any time by notifying give notice of its resignation to the other AgentsLenders, the Lenders Issuing Bank and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent to fill successor, which shall be a bank with an office in the United States, or an Affiliate of any such role provided bank with an office in the United States. Provided that in no event Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be a Defaulting Lender or a Disqualified Institutionreasonably acceptable to the Borrowers. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Administrative Agent shall be a financial institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such financial institution or apply to a court of competent jurisdiction for the appointment of collateral security until such time as a successor Administrative Agent is appointed) and other applicable relief(y) 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 the Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this §14.9. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this §14.9). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After an the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section Article 14 and §14.9 shall continue in effect for the benefit of such retiring Agent Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation. Subject to the appointment and acceptance of a successor Agent as provided below, any (a) The Administrative Agent may resign at any time by notifying the other Agents, giving seventy five (75) days’ prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders, and, so long as no Event of Default exists, with the consent of the Borrower Required Lenders shall have the right to appoint a successor Agent to fill such role provided that in no event Administrative Agent. Unless a Default or Event of Default shall any have occurred and be continuing, such successor Administrative Agent shall be reasonably acceptable to the Borrower. Upon the earlier of (i) acceptance of any appointment as Administrative Agent hereunder by a Defaulting Lender or a Disqualified Institution. If successor Administrative Agent (subject to such successor’s agreement to succeed as Issuing Bank and lender of the Swing Line Loans pursuant to §13.9(b)) and (ii) the date on which the Administrative Agent notifies the Borrower that no successor shall have been so appointed by the Majority Lenders and shall have qualifying Person has accepted such appointment within 30 seventy five (75) days after the retiring Administrative Agent gives shall have provided notice to the Lenders and the Borrowers of its resignation, then (A) the retiring Administrative Agent mayshall be discharged from its duties and obligations hereunder and (B) all payments, on behalf communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made, in the case of clause (i), by or to the Lenderssuccessor Administrative Agent and in the case of clause (ii), by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent which shall be a financial institution with an office as provided for above in New York, New York, or an Affiliate of any such financial institution or apply to a court of competent jurisdiction for the appointment of a successor Agent and other applicable reliefthis §13.9(a). Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this §13.9(a)). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section §13 and §§14 and 15 shall continue in effect for the benefit of such retiring Agent Administrative Agent, its sub-agents and their respective Affiliates, partners, directors, officers, employees, agents and advisors in respect of any actions taken or omitted to be taken by it any of them while the retiring Administrative Agent was acting as Administrative Agent.