Common use of Successor Administrative Agent and Collateral Agent Clause in Contracts

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxTronox US and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Tronox US and Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 45 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), unless such date is extended by Administrative Agent in its sole and absolute discretion, (ii) the acceptance of such successor Administrative Agent by Tronox US and Requisite Lenders or (iii) such other date, if any, agreed to by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice subject to Bxxxxxxxthe prior written consent of Tronox US, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Collateral Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of Xxxxxxx Xxxxx or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of Xxxxxxx Sachs or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Each Agent may resign at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Lxxxxxx Lenders and BxxxxxxxParent Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with Parent Borrower, to appoint a successor, which shall be a commercial bank, insurance company, financial institution, finance company, or investment or mutual fund or other Person which extends credit or buys loans as one of its businesses, in any case, with an office in the United States, or an Affiliate of any such Person with an office in the United States. If no such successor Administrative shall have been so appointed by the Requisite 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 Lenders, in consultation with Parent Borrower, appoint a successor Agent meeting the qualifications set forth above provided that, if the Agent shall notify Parent Borrower and Collateral Agent; provided Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in no event the case of any collateral security held by Collateral Agent on behalf of Lenders under any of the Credit Documents, the retiring Collateral Agent shall any continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Agent be a Defaulting Lenderas provided for above in this paragraph. Upon the acceptance of any a successor's appointment as Administrative Agent and Collateral Agent hereunder by a hereunder, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent (or retired) Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Parent Borrower and such successor. After any the retiring Administrative Agent’s and Collateral Agent’s 's resignation hereunder as Administrative Agent and Collateral Agentunder the other Credit Documents, the provisions of this Article X Section 9 and Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Administrative Agent and Collateral Agent hereunderacting as Agent.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and Bxxxxxxxthe Company Representative. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Company Representative, to appoint a successor Administrative Agent and Collateral Agent; provided that in . If, after 30 days after the date of the retiring Agent’s notice of resignation, no event shall any such successor Agent be has been appointed by the Requisite Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a Defaulting Lendersuccessor Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and Bxxxxxxxthe Borrower and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by the Required Lenders. The Administrative Agent shall have the right to appoint a national financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignationresignation or any such removal, Requisite if a successor Administrative Agent has not already been appointed by the resigning Administrative Agent, the Required Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by the Required Lenders or Administrative Agent, any collateral security held by the Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Loan Documents shall any continue to be held by the resigning Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent and the retiring resigning or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring resigning or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of Xxxxxxx Xxxxx or its successor as Administrative Agent pursuant to this Section 8.7 shall also constitute the resignation or removal of Xxxxxxx Sachs or its successor as Collateral Agent. After any retiring resigning or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Credit Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (iA) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (iiB) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of MSSF or its successor as Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation or removal of MSSF or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time (which such resignation shall then automatically include the resignation of each of its agents and sub-agents (including the Paying Agent)) by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxxthe Borrower, and the Administrative Agent may be removed at any time with or without cause (which such removal shall then automatically include the removal of each of its agents and sub-agents (including the Paying Agent)) by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Required Lenders; provided that, if the Paying Agent breaches its obligations under Section 2.09(a) or (i) of this Agreement, upon notice of such breach by the Borrower to the Administrative Agent and the Paying Agent, if such breaching Paying Agent has not been removed and replaced with a successor Paying Agent within 30 days of such notice, the Borrower may remove such breaching Paying Agent and appoint a successor Paying Agent that is reasonably satisfactory to the Required Lenders. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignationresignation or any such removal, Requisite if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by the Required Lenders or the Administrative Agent, any collateral security held by the Administrative Agent in no event its role as a Secured Party on behalf of the Lenders under any of the Loan Documents shall any continue to be held by the retiring Administrative Agent as nominee until such time as a successor Administrative Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent all sums and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Security Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and or Collateral Agent, that successor as the case may be, upon 10 days' notice to the Lenders and the Borrowers. If the Administrative Agent and or the Collateral Agent shall thereupon so resign, then the Majority Lenders shall appoint from among the Lenders a successor administrative agent or collateral agent, as the case may be, for the Lenders, which successor administrative agent or collateral agent shall be subject to the approval of the Borrowers (which approval shall not be unreasonably withheld), whereupon such successor administrative agent or collateral agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as the case may be, and the term "Administrative Agent" or "Collateral Agent" shall mean such successor administrative agent or collateral agent effective upon such appointment and approval, and the rights, powers and duties of the former Administrative Agent or Collateral Agent and (in its capacity as such), as the retiring case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent and or Collateral Agent or any of the parties to this Agreement or any holders of the Notes. The resignation of the Administrative Agent or the Collateral Agent shall promptly (i) transfer to such not be effective until a successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary administrative agent or appropriate in connection with the performance of the duties of the a successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actionscollateral agent, as the case may be necessary or appropriate in connection with the assignment to such successor Administrative Agent be, shall have been so appointed and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderapproved. After any retiring Administrative Agent’s and 's or Collateral Agent’s 's resignation hereunder as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as the case may be, under this Agreement and Collateral Agent hereunderthe other Loan Documents.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Banks and Bxxxxxxx. Upon Xerium, and the Administrative Agent and the Collateral Agent may be removed at any such time (with or without cause) by the Requisite Banks giving ten days’ prior written notice thereof delivered to Xerium and the Administrative Agent and the Collateral Agent and the Administrative Agent shall then promptly give notice of resignationsuch removal to the Banks. During the first two Business Days after notice from the Administrative Agent and the Collateral Agent of its resignation or removal, Requisite Lenders one or more Revolving Banks (other than the then Administrative Agent and Collateral Agent if it is a Revolving Bank) shall have the rightright to propose a successor Administrative Agent and Collateral Agent (the “Proposed Successor Agent”). The Proposed Successor Agent shall become the Administrative Agent and Collateral Agent if approved by the Requisite Banks. If such Proposed Successor Agent is not approved by the Requisite Banks within five Business Days after proposed by such Revolving Banks, then the Requisite Banks shall have the right upon five (5) Business Days’ notice to BxxxxxxxXerium, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent hereunder by a successor Administrative Agent and or Collateral Agent, that successor Administrative Agent and or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and or Collateral Agent and the retiring or removed Administrative Agent and or Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and or Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and or Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and or Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and or Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and or Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. Regardless of whether a replacement Administrative Agent or Collateral Agent, as applicable, has been appointed, the removal or resignation will, to the fullest extent permitted by applicable law, be effective upon the earlier (i) the date the successor Administrative Agent or Collateral Agent is appointed and (ii) the date that is thirty days after the giving of the written notice of resignation or removal. After any retiring or removed Administrative Agent’s and or Collateral Agent’s resignation or removal hereunder as Administrative Agent and or Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the written acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statementsstatements delivered to it, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral hereunder (including all indemnities hereunder). Such successor Administrative Agent shall assume in writing the obligations of such retiring Administrative Agent hereunder. If the Requisite Lenders have not designated a successor Administrative Agent within 30 days of such resignation or removal, the Administrative Agent may petition a court of competent jurisdiction, at the expense of the Company, to appoint a successor Administrative Agent, the cost of which shall be borne by the Company. Any corporation into which the Administrative Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Administrative Agent is a party, or any state or national bank or trust company in any manner succeeding to all or substantially all of the corporate trust business of the Administrative Agent shall automatically succeed to all of the rights and obligations of the Administrative Agent hereunder without any document so providing or further action on the part of any of the parties hereto.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 8.7, the Administrative Agent and (which term shall include the Collateral Agent for purposes of this Section 8.7) may resign at any time by giving thirty (30) days’ prior written from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders, the Issuing Banks and Bxxxxxxxthe Company. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Company and such successor. 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 Company, 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 Credit 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent’s , provided that (i) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and Collateral (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 hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 8 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent and Collateral in respect of the matters referred to in the proviso under clause (a) above. If the Person serving as the resigning Administrative Agent hereundershall also be an Issuing Bank, then, unless otherwise agreed to by such Person, upon the effectiveness of the resignation thereof in its capacity as the Administrative Agent, (A) such Person shall no longer be obligated to issue, amend, extend or renew any Letter of Credit, but shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to the effectiveness of such resignation, (B) the Borrowers shall pay all unpaid fees accrued for the account of such Person in its capacity as an Issuing Bank pursuant to Section 2.10(b) and (C) the Company may appoint a replacement Issuing Bank (which appointment shall be made in accordance with the procedures set forth in Section 2.3(i), mutatis mutandis).

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrowers and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrowers and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution that regularly serves in an administrative agent and/or collateral agent capacity to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrowers, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Credit Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of Law Debenture or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of Law Debenture or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders, Issuing Bank and BxxxxxxxCompany. Administrative Agent shall have the right to appoint a financial institution to act as successor Administrative Agent hereunder in such notice, subject to the reasonable satisfaction of Company and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) thirty days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Company (so long as no Default or Event of Default exists) and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the resigning Administrative Agent, then the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany and Issuing Bank, to appoint a successor Administrative Agent and Collateral Agent. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, then the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent automatically upon the effectiveness of such resignation; provided that that, until a successor Administrative Agent is so appointed by the Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders or Issuing Bank under any of the Credit Documents shall any continue to be held by the resigning Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent and Collateral Agent and the retiring resigning Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring resigning Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of GSB or its successor as Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation of GSB or its successor as Collateral Agent. After any retiring resigning Administrative Agent’s and Collateral Agent’s ‘resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.7 shall, automatically upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to Lxxxxxx Lenders and Bxxxxxxxthe Borrower. Administrative Agent shall have the right to appoint a financial institution to act as successor Administrative Agent hereunder in such notice, subject to the reasonable satisfaction of the Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) thirty (30) calendar days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by the Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the resigning Administrative Agent, then the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent and Collateral Agent. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, then the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent automatically upon the effectiveness of such resignation; provided that that, until a successor Administrative Agent is so appointed by the Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Loan Documents shall any continue to be held by the resigning Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent and Collateral Agent Agent, and the retiring resigning Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents and all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall be made by or to the successor Administrative Agent. Except as provided above, any resignation of Trimont Real Estate Advisors, LLC or its successor as Administrative Agent pursuant to this Section 9.6 shall also constitute the resignation of Trimont Real Estate Advisors, LLC or its successor as Collateral Agent. After any retiring resigning Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.6 shall, automatically upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders, L/C Issuers, and BxxxxxxxBorrower and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent (with Borrower consent so long as no Default or Event of Default.) If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders or L/C Issuers under any of the Credit Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of Xxxxxxx Xxxxx or its successor as Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation or removal of Xxxxxxx Sachs or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 8.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders and Bxxxxxxxthe Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor reasonably acceptable to the Borrower. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event shall any such gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent be a Defaulting Lenderreasonably acceptable to the Borrower. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by Parent and the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by Parent, the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 8 and of Section 9.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder. Administrative Agent may not be removed as an Agent without the then serving Administrative Agent’s written consent.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders and Bxxxxxxxthe Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders Lenders, subject to, unless (x) an Event of Default shall have occurred and is continuing or (y) the DLP VII Option Period has not yet expired, the prior written consent of the Borrower Representative (not to be unreasonably withheld, conditioned or delayed), shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor; provided, that no consent from the Borrower shall be required if the successor is an Affiliate of the predecessor Administrative Agent. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent and Collateral Agentgives notice of its intent to resign, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. If the Administrative Agent shall be a Defaulting Lender pursuant to clause (d) of the definition of such term, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and the Administrative Agent remove the Administrative Agent in its capacity as such and, subject to, unless (x) an Event of Default shall have occurred and is continuing or (y) the DLP VII Option Period has not yet expired, the prior written consent of the Borrower Representative (not to be unreasonably withheld, conditioned or delayed), appoint a successor; provided, that no consent from the Borrower shall be required if the successor is an Affiliate of the predecessor Administrative Agent. Any resignation or removal of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary resigning or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event (a) no successor to a resigning Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its intent to resign, the resigning Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower or (b) no successor to a removed Administrative Agent shall have been so appointed and shall have accepted such appointment by the day that is 30 days following of the issuance of a notice of removal, the removal shall become effective on such 30th day, and on the date of effectiveness of such resignation or removal, as the case may be, (i) the resigning or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any retiring security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the resigning or removed Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the resigning or removed Collateral 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 (ii) the Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent and Collateral Agent, provided that (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Sections 10.2 and 10.3 shall inure to continue in effect for the benefit of such resigning or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower. Upon any such notice of resignation, Requisite Required Lenders shall have the right, upon five 15 days’ prior written consent of the Borrower (5such consent not to be (a) Business Days’ notice to Bxxxxxxxunreasonably withheld, conditioned or delayed or (b) required if an Event of Default has occurred and is continuing), to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor Administrative Agent approved by Borrower (which approval (i) shall not be unreasonably withheld or delayed and Collateral Agent; provided that in no event (ii) shall any such successor Agent not be a Defaulting Lenderrequired during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by the Requisite Lenders or Administrative Agent, (i) Administrative Agent, by notice to Borrower and the Requisite Lenders, shall retain its role as Collateral Agent under any Collateral Document and (ii) the resigning Administrative Agent shall deliver the Register to the Borrower on the effective date of its resignation, the Borrower shall maintain such Register until a successor Administrative Agent has been appointed, and promptly upon appointment of a successor Administrative Agent, the Borrower shall deliver the Register to such Person. Except as provided in the immediately preceding sentence, resignation of LCPI or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation of LCPI or its successor as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and Bxxxxxxxthe Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, Requisite if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that in no event shall until a successor Administrative Agent is so appointed by the Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and the Required Lenders, may retain its role as the Collateral Agent under any such successor Agent be a Defaulting LenderSecurity Document. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Security Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of Barclays or its successor as the Administrative Agent pursuant to this Section shall also constitute the resignation of Barclays or its successor as the Collateral Agent. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9.07 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If Barclays or its successor as the Administrative Agent pursuant to this Section has resigned as the Administrative Agent but retained its role as the Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, Barclays or its successor may resign as the Collateral Agent upon notice to the Borrower and the Required Lenders at any time.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided in the immediately preceding sentence, any resignation or removal of CapitalSource or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of CapitalSource or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If CapitalSource or its successor as Administrative Agent pursuant to this Section has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, CapitalSource or its successor may resign as Collateral Agent upon notice to Borrower and the Requisite Lenders at any time.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Agents, the Lenders and Bxxxxxxxthe Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Agents, the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation, The Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a financial institution to act as the Administrative Agent hereunder, subject to (unless an Event of Default has occurred and is continuing) the consent of the Borrower, and the Administrative Agent’s resignation shall become effective, and the Administrative Agent shall be discharged from its obligations and duties hereunder, on the earliest of (1) 30 days after delivery of the notice of resignation or removal (regardless of whether a successor has been appointed or not), (2) the acceptance of appointment by such successor Administrative Agent by the Requisite Lenders or (3) such other date, if any, agreed to by the Requisite Lenders. If the Requisite Lenders shall not have appointed a successor Administrative Agent with the consent of the Borrower (if so required) by the end of the period specified above, then the Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent and the retiring resigning or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Transaction Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring resigning or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article X Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxxthe Borrower Representative. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, and the Administrative Agent’s resignation shall become effective on the tenth (10th) day after such notice of resignation. Upon any such notice of resignation, Requisite if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the rightright (with the Borrowers’ prior written consent (so long as no Event of Default is then continuing and which consent shall not be unreasonably conditioned, delayed or withheld)), upon five (5) Business Days’ notice to Bxxxxxxxnotice, to appoint a successor Administrative Agent. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided provided, that in no event shall until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower Representative and Required Lenders, may retain its role as the Collateral Agent under any such successor Agent be a Defaulting LenderSecurity Document. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities Equity Interests, and other items of Collateral held under the Collateral Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Security Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of SAI or its successor as the Administrative Agent pursuant to this Section 9.07(a) shall also constitute the resignation of SAI or its successor as the Collateral Agent. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article X IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.07(a) shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower, the Issuing Banks and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five subject to the consent of the Borrower (5other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) Business Days’ notice to Bxxxxxxxor 8.1(g)), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and Collateral Agent; provided that in no event the Issuing Bxxxx, appoint a successor (subject to the consent of the Borrower (other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), which consent of the Borrower shall any such successor Agent not be a Defaulting Lenderunreasonably withheld, delayed or conditioned). Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Cxxxxxxxxx Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders and Bxxxxxxxthe Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders Lenders, subject to, unless an Event of Default shall have occurred and is continuing, the prior written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed), shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent and Collateral Agentgives notice of its intent to resign, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor; provided that in no event shall any such successor Administrative Agent be a Defaulting LenderLender or a Disqualified Institution. If the Administrative Agent shall be a Defaulting Lender pursuant to clause (d) of the definition of such term, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and the Administrative Agent remove the Administrative Agent in its capacity as such and, subject to, unless an Event of Default shall have occurred and is continuing, the prior written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed), appoint a successor. Any resignation or removal of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary resigning or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event (a) no successor to a resigning Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its intent to resign, the resigning Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower or (b) no successor to a removed Administrative Agent shall have been so appointed and shall have accepted such appointment by the day that is 30 days following of the issuance of a notice of removal, the removal shall become effective on such 30th day, and on the date of effectiveness of such resignation or removal, as the case may be, (i) the resigning or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any retiring security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the resigning or removed Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the resigning or removed Collateral 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 (ii) the Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent and Collateral Agent, provided that (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.2 and Section 10.3 shall inure to continue in effect for the benefit of such resigning or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior upon 30 days advance written notice thereof to Lxxxxxx the Borrower, the Issuing Banks and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and Collateral Agent; provided that in no event shall any such successor Agent be the Issuing Banks, appoint a Defaulting Lendersuccessor. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral in respect of the matters referred to in the proviso under clause (a) above. If the Person serving as the resigning Administrative Agent hereundershall also be an Issuing Bank or the Swing Line Lender, then, unless otherwise agreed to by such Person, upon the effectiveness of the resignation thereof in its capacity as the Administrative Agent, (A) such Person shall no longer be obligated to issue, amend or extend any Letter of Credit, or make any Swing Line Loan, as the case may be, but shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it, all the rights of the Swing Line Lender under this Agreement with respect to Swing Line Loans made by it and all its rights as the Administrative Agent under this Agreement with respect to Protective Advances made by it, in each case prior to the effectiveness of such resignation, (B) the Borrower shall pay all unpaid fees accrued for the account of such Person in its capacity as an Issuing Bank pursuant to Section 2.11(b) and (C) the Borrower may appoint a replacement Issuing Bank or Swing Line Lender (which appointment shall be made in accordance with the procedures set forth in Section 2.4(i), mutatis mutandis).

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Agents, the Lenders and Bxxxxxxxthe Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Agents, the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation, The Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a financial institution to act as the Administrative Agent hereunder, subject to approval of the Borrower, not to be unreasonably withheld, and the Administrative Agent’s resignation shall become effective, and the Administrative Agent shall be discharged from its obligations and duties hereunder, on the earliest of (1) 30 days after delivery of the notice of resignation or removal (regardless of whether a successor has been appointed or not), (2) the acceptance of appointment by such successor Administrative Agent by the Requisite Lenders and the Borrower or (3) such other date, if any, agreed to by the Requisite Lenders. If the Requisite Lenders shall not have appointed a successor Administrative Agent by the end of the period specified above, then the Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent and the retiring resigning or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Transaction Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring resigning or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article X Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five subject to the consent of the Borrower (5other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) Business Days’ notice to Bxxxxxxxor 8.1(g)), which consent of the Borrower shall not be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor (subject to the consent of the Borrower (other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), which consent of the Borrower shall any such successor Agent not be a Defaulting Lenderunreasonably withheld, delayed). Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the 164 1095171012\7\AMERICAS retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral in respect of the matters referred to in the proviso under clause (a) above. If the Person serving as the resigning Administrative Agent hereundershall also be an Issuing Bank or the Swing Line Lender, then, unless otherwise agreed to by such Person, upon the effectiveness of the resignation thereof in its capacity as the Administrative Agent, (A) such Person shall no longer be obligated to issue, amend or extend any Letter of Credit, or make any Swing Line Loan, as the case may be, but shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it, all the rights of the Swing Line Lender under this Agreement with respect to Swing Line Loans made by it and all its rights as the Administrative Agent under this Agreement with respect to Protective Advances made by it, in each case prior to the effectiveness of such resignation, (B) the Borrower shall pay all unpaid fees accrued for the account of such Person in its capacity as an Issuing Bank pursuant to Section 2.10(b) and (C) the Borrower may appoint a replacement Issuing Bank or Swing Line Lender (which appointment shall be made in accordance with the procedures set forth in Section 2.3(i), mutatis mutandis).

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders, the Issuing Banks and Bxxxxxxxthe Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders Lenders, subject to, unless an Event of Default shall have occurred and is continuing, the prior written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed), shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its intent to resign, then the resigning Administrative Agent may, on behalf of the Lenders and Collateral Agentthe Issuing Banks, appoint a successor; provided that in no event shall any such successor Administrative Agent be a Defaulting LenderLender or a Disqualified Institution. If the Administrative Agent shall be a Defaulting Lender pursuant to clause (d) of the definition of such term, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and the Administrative Agent remove the Administrative Agent in its capacity as such and, subject to, unless an Event of Default shall have occurred and is continuing, the prior written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed), appoint a successor. Any resignation or removal of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary resigning or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event (a) no successor to a resigning Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its intent to resign, the resigning Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower or (b) no successor to a removed Administrative Agent shall have been so appointed and shall have accepted such appointment by the day that is 30 days following of the issuance of a notice of removal, the removal shall become effective on such 30th day, and on the date of effectiveness of such resignation or removal, as the case may be, (i) the resigning or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any retiring security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the resigning or removed Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the resigning or removed Collateral 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 (ii) the Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent and Collateral Agent, provided that (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such resigning or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral in respect of the matters referred to in the proviso under clause (a) above. If the Person serving as the resigning or removed Administrative Agent hereundershall also be an Issuing Bank, then, unless otherwise agreed to by such Person, upon the effectiveness of the resignation or removal thereof in its capacity as the Administrative Agent, (A) such Person shall no longer be obligated to issue, amend, extend or renew any Letter of Credit, but shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to the effectiveness of such resignation, (B) the Borrower shall pay all unpaid fees accrued for the account of such Person in its capacity as an Issuing Bank pursuant to Section 2.10(b) and (C) the Borrower may appoint a replacement Issuing Bank (which appointment shall be made in accordance with the procedures set forth in Section 2.3(i), mutatis mutandis).

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Each Agent may resign at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Lxxxxxx Lenders and BxxxxxxxBorrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with Borrower, to appoint a successor Administrative Agent and Collateral Agentsuccessor, which shall be a commercial bank, insurance company, financial institution, finance company, or investment or mutual fund or other Person which extends credit or buys loans as one of its businesses, in any case, with an office in the United States, or an Affiliate of any such Person with an office in the United States; provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting LenderDisqualified Institution. If no such successor shall have been so appointed by the Requisite 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 Lenders, in consultation with Borrower, appoint a successor Agent meeting the qualifications set forth above provided that, if the Agent shall notify Borrower and Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by Collateral Agent on behalf of Lenders under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as Administrative Agent and Collateral Agent hereunder by a hereunder, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent (or retired) Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any the retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agentunder the other Credit Documents, the provisions of this Article X Section 9 and Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Administrative Agent and Collateral Agent hereunderacting as Agent.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. Except as provided in the immediately preceding sentence, any resignation or removal of GSCP or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If or its successor as Administrative Agent pursuant to this Section has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, GSCP Name of Administrative Agent or its successor may resign as Collateral Agent upon notice to the Borrower and the Requisite Lenders at any time.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Administrative Agent and Collateral Agent; provided that in , which successor shall be approved by Company (such approval not to be unreasonably withheld or delayed) so long as no event shall any such successor Agent be a Defaulting LenderDefault or Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and and/or Collateral Agent may resign as such at any time by giving thirty (30) upon at least 30 days’ ' prior written notice thereof to Lxxxxxx the Lenders, the Issuing Bank and Bxxxxxxxthe Borrowers. Upon any such notice of resignation, Requisite the Required Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with the Borrowers, to appoint a successor from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and and/or Collateral Agent; provided that in no event , as applicable, gives notice of its resignation, then the retiring Administrative Agent and/or Collateral Agent, as applicable may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent and/or Collateral Agent, as applicable, which successor shall any such successor Agent be a Defaulting Lenderfinancial institution organized under the laws of the United States (or any state thereof) or a United States branch or agency of a financial institution, and having combined capital and surplus of at least $250.0 million; provided, however, that if such retiring Administrative Agent and/or Collateral Agent, as applicable is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent's and/or Collateral Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and/or Collateral Agent, as applicable hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as applicable. Upon the acceptance of any its appointment as Administrative Agent and and/or Collateral Agent Agent, as applicable, hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and and/or Collateral Agent Agent, as applicable, and the retiring Administrative Agent and and/or Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actionsAgent, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documentsapplicable, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent and/or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless 126 otherwise agreed between the Borrowers and such successor. After any retiring the Administrative Agent’s and 's and/or Collateral Agent’s 's resignation hereunder as Administrative Agent and Collateral Agenthereunder, the provisions of this Article X and Section 11.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent and/or Collateral Agent, as applicable, its benefit as to respective sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent and and/or Collateral Agent hereunderAgent, as applicable.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower Agent, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower Agent and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ ' notice to BxxxxxxxBorrower Agent, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and Collateral Agent’s 's resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of Bank of America as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of Bank of America or its successor as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxx. Upon to the Borrower; upon any such notice of resignation, the Requisite Lenders shall have the right, upon five with the consent of the Borrower (5) Business Days’ notice to Bxxxxxxxwhich consent shall not be unreasonably withheld, conditioned or delayed, provided that such consent shall not be required if a Specified Event of Default has occurred and is continuing), to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder. Any resignation of the Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation of (i) the Administrative Agent as agent for the Borrower under Section 2.6(b) and (ii) of Ally or its successor as the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become (A) the successor agent for the Borrower under Section 2.6(b), (B) the successor Collateral Agent for all purposes hereunder and under the other Credit Documents and such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement and the other Credit Documents, and the retiring Collateral Agent under this Agreement and the other Credit Documents shall promptly (x) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under this Agreement or the Collateral other Credit Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under this Agreement or the Loan other Credit Documents, and (iiy) execute and deliver to such successor Administrative Agent and Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Credit Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Credit Documents. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent under this Agreement and Collateral Agentthe other Credit Documents, the provisions of this Article X Section 9 and the other Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the other Credit Documents while it was Administrative Agent and the Collateral Agent hereunderhereunder or thereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Credit Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of Citi or its successor as Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation or removal of Citi or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Administrative Agent and signed by Requisite Lenders and Borrower; in each case, upon delivery of such written notice (and the passage of 30 days, in the case of notice of resignation) such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (except with respect to transfer of records and other documents to a successor Administrative Agent or the Lenders as applicable). Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event who shall any such successor Agent be a Defaulting Lenderreasonably acceptable to Borrower. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such . If the Requisite Lenders have not appointed a successor Administrative Agent (upon the passage of 30 days, in the case of resignation or upon delivery of notice, in the case of removal), Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and Collateral in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such have appointed a successor Administrative Agent Agent, the Requisite Lenders shall be deemed to succeed to and Collateral Agent become vested with all the rights, powers, privileges and duties of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderAgent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. The Collateral Agent may resign in accordance with the terms of the Intercreditor Agreement. For the avoidance of doubt, neither the Administrative Agent nor Collateral Agent shall be required to be a Lender hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with Borrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and retiring Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and successor Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and retiring Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.. 119

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) five Business Days’ notice to Bxxxxxxxand consent of Company (such consent not to be (x) unreasonably withheld, delayed or conditioned, or (y) required during the continuation of an Event of Default) to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days' notice to the Lenders and the Company. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7(a) or Section 7(g) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent may resign at shall be terminated, without any time other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such the date that is 30 days following a retiring Administrative Agent's notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent's resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent Lenders shall assume and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent perform all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documentshereunder until such time, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actionsif any, as may be necessary or appropriate in connection with the assignment to such Required Lenders under this Agreement appoint a successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderagent as provided for above. After any retiring Administrative Agent’s and Collateral Agent’s 's resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Collateral Agent hereunderthe other Loan Documents.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Lxxxxxx the Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the rightright after consultation with Borrower, upon five (5) Business Days’ ' notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, Credit Documents whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right (after consultation with Borrower) to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent's resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s 's resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Agents, the Lenders and Bxxxxxxxthe Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Agents, the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon In addition, the Administrative Agent may be removed at any such notice time with or without cause by an instrument or concurrent instruments in writing delivered to the Agents, the Borrower and the Administrative Agent and signed by the Requisite Lenders if the Pro Rata Share of resignationthe entity then serving as Administrative Agent and its Affiliates, collectively, is less than 25%. The Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a financial institution to act as the Administrative Agent hereunder, subject to (unless an Event of Default has occurred and is continuing) the consent of the Borrower (such consent not to be unreasonably delayed or withheld), and the Administrative Agent’s resignation shall become effective, and the Administrative Agent shall be discharged from its obligations and duties hereunder, on the earliest of (1) 30 days after delivery of the notice of resignation or removal (regardless of whether a successor has been appointed or not), (2) the acceptance of appointment by such successor Administrative Agent by the Requisite Lenders or (3) such other date, if any, agreed to by the Requisite Lenders. If the Requisite Lenders shall not have appointed a successor Administrative Agent and Collateral Agent; provided that in no event with the consent of the Borrower (if so required) by the end of the period specified above, then the Requisite Lenders shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to 137 and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent and Collateral Agent and the retiring resigning or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Transaction Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring resigning or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article X Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower and Administrative Agent may be removed at any time with or without cause by an instrument or 117 concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by Borrower and Requisite Lenders or (iii) such other date, if any, agreed to by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Collateral Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of GS Lending Partners or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GS Lending Partners or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower, the Issuing Banks and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five subject to the consent of the Borrower (5other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) Business Days’ notice to Bxxxxxxxor 8.1(g)), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and Collateral Agent; provided that in no event the Issuing Xxxxx, appoint a successor (subject to the consent of the Borrower (other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), which consent of the Borrower shall any such successor Agent not be a Defaulting Lenderunreasonably withheld, delayed or conditioned). Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Xxxxxxxxxx Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their DMFIRM #406105327 v2 194 respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by Borrower and Requisite Lenders or (iii) such other date, if any, agreed to by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Collateral Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of GS Lending Partners or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GS Lending Partners or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Any Agent may resign at any time by giving thirty (30) days’ (or such shorter period as shall be agreed by the Required Lenders) prior written notice thereof to Lxxxxxx Lenders, Company and Bxxxxxxxthe other Agent; provided, however, that Crystal Financial LLC is hereby granted a right of first offer to become the successor Administrative Agent and/or Collateral Agent upon the resignation of any Agent or upon the sale, transfer or assignment of all the remaining Commitments and Loans of TC Lending, LLC. Upon any such notice of resignation, Requisite in the event that Crystal Financial LLC or one of its Affiliates shall not have accepted such right of first offer within five (5) Business Days of Agent’s written notice of resignation, Required Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Agent with, so long as no Default or Event of Default then exists, the prior written consent of Company (which consent shall not be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders appoint a successor Administrative Agent and or Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender, as applicable, from among the Lenders. Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent Agent, as applicable, hereunder by a successor Administrative Agent and or Collateral Agent, as the case may be, that successor Administrative Agent and or Collateral Agent Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and or Collateral Agent Agent, as applicable, all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and or Collateral Agent Agent, as applicable, under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and or Collateral Agent Agent, as applicable, such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and or Collateral Agent Agent, as applicable, of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and or Collateral Agent, as applicable, the provisions of this Article X Appendix C shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent Agent, as applicable, hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxxthe Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by Requisite Lenders. The Administrative Agent shall have the right to appoint a financial institution (other than a Disqualified Person) to act as the Administrative Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Requisite Lenders, and the Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by the Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent (other than a Disqualified Person), subject to the approval of the Borrower (which approval shall not be unreasonably withheld or delayed and Collateral Agent; provided that in no event shall not be required following the occurrence of and during the continuance of an Event of Default). If neither the Requisite Lenders nor the Administrative Agent have appointed a successor Administrative Agent (or if the Borrower has not approved any such successor Agent appointment to the extent required in the immediately preceding sentence), the Requisite Lenders shall be a Defaulting Lenderdeemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, Credit Documents and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral hereunder or any actions taken or costs incurred after such resignation which arise as a result of its prior role as Administrative Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Any Agent may resign at any time by giving thirty (30) days’ (or such shorter period as shall be agreed by the Required Lenders) prior written notice thereof to Lxxxxxx Lenders, Company and Bxxxxxxxthe other Agent. Upon any such notice of resignation, Requisite Required Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders appoint a successor Administrative Agent and or Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender, as applicable, from among the Lenders. Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent Agent, as applicable, hereunder by a successor Administrative Agent and or Collateral Agent, as the case may be, that successor Administrative Agent and or Collateral Agent Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and or Collateral Agent Agent, as applicable, all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and or Collateral Agent Agent, as applicable, under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and or Collateral Agent Agent, as applicable, such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent or Collateral Agent, as - 105 - *** Certain confidential information has been omitted and Collateral Agent filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. applicable, of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and or Collateral Agent, as applicable, the provisions of this Article X IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent Agent, as applicable, hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder subject to the reasonable satisfaction of Borrower and the Required Lenders and Administrative Agent's resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ ' notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that in no event shall that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, Administrative Agent, by notice to Borrower and Requisite Lenders, may retain its role as Collateral Agent under any such successor Agent be a Defaulting LenderCollateral Document. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of GSCP or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s 's resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If GSCP or its successor as Administrative Agent pursuant to this Section has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, GSCP or its successor may resign as Collateral Agent upon notice to the Borrower and the Requisite Lenders at any time.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 8.7, the Administrative Agent and (which term shall include the Collateral Agent for purposes of this Section 8.7) may resign at any time by giving thirty (30) days’ prior written from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders and Bxxxxxxxthe Company. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Company and such successor. 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 and the Company, 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 Credit 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent’s , provided that (i) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and Collateral (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 hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 8, Section 9.2 and Section 9.3 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and Bxxxxxxxthe Companies. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Companies, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the rightright after consultation with Borrower, upon five (5) Business Days’ ' notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, Credit Documents whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right (after consultation with Borrower) to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent's resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s 's resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Banks and Bxxxxxxxthe Credit Parties. Upon any such notice of resignation, Requisite Lenders the Required Banks shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor Administrative Agent and or successor Collateral Agent, as applicable; provided provided, -------- however, that in no event the absence of any continuing Event of Default, such ------- appointment of a successor Administrative Agent or successor Collateral Agent shall any such successor Agent be a Defaulting Lenderconsented to by the Borrowers, which consent shall not be unreasonably withheld. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, 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 as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within thirty (30) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Banks shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided for above. Likewise, upon the acceptance of any appointment as Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article X Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Credit Agreement. If no successor Collateral Agent has accepted appointment as Collateral Agent within thirty (30) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Banks shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Banks appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Any Agent may resign at any time by giving thirty (30) days’ (or such shorter period as shall be agreed by the Required Lenders) prior written notice thereof to Lxxxxxx the Lenders, the Borrower and Bxxxxxxxthe other Agent. Upon receipt of any such notice of resignation, Requisite Required Lenders shall have the rightright to appoint a successor Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders), upon five (5) Business Days’ notice to Bxxxxxxxthen the retiring Agent’s resignation shall nevertheless thereupon become effective, to and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent and or Collateral Agent; , as applicable, as provided that in no event shall any such successor Agent be a Defaulting Lenderfor above. Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent Agent, as applicable, hereunder by a successor Administrative Agent and or Collateral Agent, that as the case may be, the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents and the successor Administrative Agent and or Collateral Agent Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and or Collateral Agent Agent, as applicable, all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and or Collateral Agent Agent, as applicable, under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and or Collateral Agent Agent, as applicable, such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and or Collateral Agent Agent, as applicable, of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and or Collateral Agent, as applicable, the provisions of this Article X IX shall inure to its benefit and to the benefit of its officers, directors, employees, agents, attorneys-in-fact and Affiliates as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent Agent, as applicable, hereunder.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative 182 Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five subject to the consent of the Borrower (5other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) Business Days’ notice to Bxxxxxxxor 8.1(g)), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor (subject to the consent of the Borrower (other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), which consent of the Borrower shall any such successor Agent not be a Defaulting Lenderunreasonably withheld, delayed or conditioned). Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunder.in respect of the matters referred to in the proviso under clause (a) above. ​

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower, the Issuing Banks and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five subject to the consent of the Borrower (5other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) Business Days’ notice to Bxxxxxxxor 8.1(g)), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and Collateral Agent; provided that in no event the Issuing Banks, appoint a successor (subject to the consent of the Borrower (other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), which consent of the Borrower shall any such successor Agent not be a Defaulting Lenderunreasonably withheld, delayed or conditioned). Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining ​ ​ any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder, subject to the reasonable satisfaction of Borrower and Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by Borrower and Requisite Lenders or (iii) such other date, if any, agreed to by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Collateral Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent Agent, and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of Wilmington Trust FSB or its successor as Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation or removal of Wilmington Trust FSB or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the other Agents, the Lenders and Bxxxxxxxthe Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Agents, the Borrower and the Administrative Agent and signed by the Requisite Lenders. Upon any such notice of resignation, The Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a financial institution to act as the Administrative Agent hereunder, subject to approval of the Borrower, not to be unreasonably withheld, and the Administrative Agent's resignation shall become effective, and the Administrative Agent shall be discharged from its obligations and duties hereunder, on the earliest of (1) 30 days after delivery of the notice of resignation or removal (regardless of whether a successor has been appointed or not), (2) the acceptance of appointment by such successor Administrative Agent by the Requisite Lenders and the Borrower or (3) such other date, if any, agreed to by the Requisite Lenders. If the Requisite Lenders shall not have appointed a successor Administrative Agent by the end of the period specified above, then the Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent and the retiring resigning or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Transaction Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring resigning or removed Administrative Agent’s and Collateral Agent’s 's resignation or removal hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article X Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of BNY as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of BNY or its successor as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and BxxxxxxxBorrower. Upon any such notice of resignationresignation by the Administrative Agent or Collateral Agent, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor Administrative Agent and or Collateral Agent; provided that in Agent (as the case may be). If no event shall any such successor Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent (as the case may be), selected from among the Lenders. In either case, such appointment shall be a Defaulting Lendersubject to the prior written approval of Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that such successor Administrative Agent and Collateral Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s and Collateral Agent’s 's resignation hereunder as Administrative Agent and or Collateral Agent, the provisions retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent (as the case may be) under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article ARTICLE X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent hereunder(as the case may be) under this Agreement and the other Loan Documents.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders and Bxxxxxxxthe Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five with the consent (5except at any time when an Event of Default shall have occurred and be continuing) Business Days’ notice to Bxxxxxxxof the Borrower, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event shall any such successor gives notice of its intent to resign, then the retiring Administrative Agent be may, on behalf of the Lenders, appoint a Defaulting Lendersuccessor. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Termination of Agency. Administrative Agent and Collateral Agent may resign at ---------------------- any time by giving thirty at least fifteen (3015) days’ prior days written notice thereof to Lxxxxxx Indenture Trustee, each Tranche B Lender, Lessor and BxxxxxxxLessee, and each of Administrative Agent and Collateral Agent may be removed at any time with or without cause by Indenture Trustee acting on behalf of Majority Tranche A Noteholders together with Majority Tranche B Lenders. Upon any such notice resignation or removal of resignationAdministrative Agent or Collateral Agent, Requisite Majority Tranche B Lenders shall have the rightright with, upon five provided no Lease Event of Default shall have occurred and be continuing, the consent of Lessee (5such consent not to be unreasonably withheld or delayed) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent who shall be reasonably acceptable to Lessee (it being understood and agreed that any non-defaulting Tranche B Lender is deemed to be acceptable to Lessee) and not objected to by Indenture Trustee on behalf of Majority Tranche A Noteholders. If no successor Administrative Agent or Collateral Agent; provided that in no event Agent shall have been so appointed by Majority Tranche B Lenders within thirty (30) days after any such resignation of removal, the retiring Administrative Agent or Collateral Agent may, appoint a successor Administrative Agent or Collateral Agent which shall be a Defaulting Lendercommercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent hereunder by a successor Administrative Agent and or Collateral Agent, that such successor Administrative Agent and or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, and the provisions obligations under each Operative Document. Any Administrative Agent or Collateral Agent resigning in accordance with this Section 11.7 shall retain the benefits of this Article X shall inure to its benefit Section 11 as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent hereunderAgent.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event shall any such successor gives notice of its intent to resign, then the retiring Administrative Agent be may, on behalf of the Lenders, appoint a Defaulting Lendersuccessor. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of Sections 2.18, 2.19, 10.3 and 10.23 and this Article X shall inure to Section 9 and of Section 10.3, any other reimbursement, indemnity or exculpatory provision set forth in any Credit Document for the benefit of any Agent, any sub-agent thereof or their respective Related Parties and any other provision set forth in any Credit Document that by its terms expressly survives the termination of such Credit Document for the benefit as to of any Agent, any sub-agent thereof or their respective Related Parties shall, in each case, continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral in respect of all liabilities, losses, damages, costs or expenses arising from or relating to the Credit Documents (whether now existing or hereinafter arising), all other Indemnified Liabilities and the matters referred to in the proviso under clause (a) above. If the Person serving as the resigning Administrative Agent hereundershall also be an Issuing Bank, then, unless otherwise agreed to by such Person, upon the effectiveness of the resignation thereof in its capacity as the Administrative Agent, (A) such Person shall no longer be obligated to issue, amend, renew or extend any Letter of Credit, but shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to the effectiveness of such resignation, (B) the Borrower shall pay all unpaid fees accrued for the account of such Person in its capacity as an Issuing Bank pursuant to Section 2.10(b) and (C) the Borrower may appoint a replacement Issuing Bank (which appointment shall be made in accordance with the procedures set forth in Section 2.3(i), mutatis mutandis).

Successor Administrative Agent and Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lender Parties and Bxxxxxxxthe Borrower and may be removed at any time with or without cause by, in the case of the Administrative Agent, the Required Lenders and, in the case of the Collateral Agent, the Mafco Finance Required Lenders. Upon any such notice of resignationresignation or removal, Requisite the Required Lenders or the Mafco Finance Required Lenders shall have the rightright to appoint, upon five (5) Business Days’ with the consent of the Borrower, a successor Administrative Agent or Collateral Agent, respectively, which shall be a Lender, or if no Lender consents to act as Administrative Agent or Collateral Agent, as the case may be, hereunder, an institution that would be permitted to be an Eligible Assignee hereunder. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders or the Mafco Finance Required Lenders, as the case may be, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's or Collateral Agent's giving of notice to Bxxxxxxxof resignation or the Required Lenders' or the Mafco Finance Required Lenders' removal of the retiring Administrative Agent or Collateral Agent, to then the retiring Administrative Agent, or Collateral Agent, as the case may be, may, on behalf of the Lender Parties, appoint a successor Administrative Agent and or Collateral Agent; provided that in no event , as the case may be, which shall any such successor Agent be a Defaulting Lendercommercial bank that is acceptable to the Borrower (which shall not unreasonably withhold its approval). Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent hereunder Agent, as the case may be, thereunder by a successor Administrative Agent and or Collateral Agent, that as the case may be, such successor Administrative Agent and or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and or Collateral Agent Agent, as the case may be, and the retiring Administrative Agent and or Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actionsAgent, as the case may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documentsbe, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Administrative Agent’s and 's or Collateral Agent’s 's resignation or removal hereunder as Administrative Agent and or Collateral Agent, the provisions of this Article X VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent hereunderAgent, as the case may be.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event shall any such successor gives notice of its intent to resign, then the retiring Administrative Agent be may, on behalf of the Lenders, appoint a Defaulting Lendersuccessor. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral in respect of the matters referred to in the proviso under clause (a) above. If the Person serving as the resigning Administrative Agent hereundershall also be an Issuing Bank, then, unless otherwise agreed to by such Person, upon the effectiveness of the resignation thereof in its capacity as the Administrative Agent, (A) such Person shall no longer be obligated to issue, amend, renew or extend any Letter of Credit, but shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to the effectiveness of such resignation, (B) the Borrower shall pay all unpaid fees accrued for the account of such Person in its capacity as an Issuing Bank pursuant to Section 2.10(b) and (C) the Borrower may appoint a replacement Issuing Bank (which appointment shall be made in accordance with the procedures set forth in Section 2.3(i), mutatis mutandis).

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and Bxxxxxxxthe Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, Requisite if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided provided, that in no event shall until a successor Administrative Agent is so appointed by the Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and the Required Lenders, may retain its role as the Collateral Agent under any such successor Agent be a Defaulting LenderSecurity Document. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Security Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of Barclays Bank or its successor as the Administrative Agent pursuant to this Section shall also constitute the resignation of Barclays Bank or its successor as the Collateral Agent. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9.07 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If Barclays Bank or its successor as the Administrative Agent pursuant to this Section has resigned as the Administrative Agent but retained its role as the Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, Barclays Bank or its successor may resign as the Collateral Agent upon notice to the Borrower and the Required Lenders at any time.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and or Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany, and Administrative Agent or Collateral Agent may be removed at any time with cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent or Collateral Agent, as applicable, and signed by Requisite Lenders and without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent or Collateral Agent, as applicable, and signed by Lenders holding at least 66% of the aggregate Revolving Commitments or Loans then outstanding. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor Administrative Agent and or successor Collateral Agent; provided that in , as applicable, and if no event Default or Event of Default shall any have occurred and be continuing, with the consent of Company, such successor Agent consent not to be a Defaulting Lenderunreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent hereunder by a successor Administrative Agent and or successor Collateral Agent, that successor Administrative Agent and or successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and or the retiring or removed Collateral Agent Agent, as applicable, and the retiring or removed Administrative Agent and or the retiring or removed Collateral Agent Agent, as applicable, shall promptly (i) transfer to such successor Administrative Agent and or successor Collateral Agent Agent, as applicable, all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents reasonably necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and or successor Collateral Agent Agent, as applicable, under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and or successor Collateral Agent Agent, as applicable, such amendments to financing statements, and take such other actions, as may be reasonably necessary or appropriate in connection with the assignment to such successor Administrative Agent and or successor Collateral Agent Agent, as applicable, of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and or such retiring or removed Collateral Agent Agent, as applicable, shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and resignation or removal hereunder as an Administrative Agent, or any retiring or removed Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxxthe Borrower, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Required Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders the Required Lenders, in consultation with the Borrower, shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent and Collateral gives notice of its resignation or within ten (10) days of being removed, then the retiring or removed Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in no event accordance with such notice and (a) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents (except, in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) 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 Defaulting Lendersuccessor Administrative Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Administrative Agent and Collateral Agent hereunder by a hereunder, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring (or retired) or removed Administrative Agent shall promptly, at the sole cost and Collateral Agent shall promptly expense of the Borrower, (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities sums and other items of Collateral held under the Collateral Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Security Documents, whereupon such retiring or removed Administrative Agent and 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). After any the retiring or removed Administrative Agent’s resignation or removal hereunder and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agentunder the other Loan Documents, the provisions of this Article X XI shall inure to its continue in effect for the benefit as to of such retiring or removed Administrative Agent, it sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was the retiring or removed Administrative Agent was acting as Administrative Agent. Each of the preceding provisions and procedures in this Section 11.7 shall also be applicable to the resignation and appointment of a replacement Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may xxx resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany. Administrative Agent shall have the right to appoint a financial institution to act as successor Administrative Agent hereunder in such notice, subject to the reasonable satisfaction of Company and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) thirty days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Company and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the resigning Administrative Agent, then the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Administrative Agent and Collateral Agent. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, then the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent automatically upon the effectiveness of such resignation and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made to or by each Lender directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided that that, until a successor Administrative Agent is so appointed by the Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Credit Documents shall any continue to be held by the resigning Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent and Collateral Agent and the retiring resigning Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring resigning Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of WSFS or its successor as Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation of WSFS or its successor as Collateral Agent. After any retiring resigning Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Agreement and the other Credit Documents, including the provisions of this Section 9 and Sections 10.2 and 10.3, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.7 shall, automatically upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxxthe Borrower and may be removed at any time with or without cause by, in the case of the Administrative Agent, the Required Lenders and, in the case of the Collateral Agent, the Marvel IV Required Lenders. Upon any such notice of resignationresignation or removal, Requisite the Required Lenders or the Marvel IV Required Lenders shall have the rightright to appoint, upon five (5) Business Days’ with the consent of the Borrower, a successor Administrative Agent or Collateral Agent, respectively, which shall be a Lender, or if no Lender consents to act as Administrative Agent or Collateral Agent, as the case may be, hereunder, an institution that would be permitted to be an Eligible Assignee hereunder. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders or the Marvel IV Required Lenders, as the case may be, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's or Collateral Agent's giving of notice to Bxxxxxxxof resignation or the Required Lenders' or the Marvel IV Required Lenders' removal of the retiring Administrative Agent or Collateral Agent, to then the retiring Administrative Agent, or Collateral Agent, as the case may be, may, on behalf of the Lenders, appoint a successor Administrative Agent and or Collateral Agent; provided that in no event , as the case may be, which shall any such successor Agent be a Defaulting Lendercommercial bank that is acceptable to the Borrower (which shall not unreasonably withhold its approval). Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent hereunder Agent, as the case may be, thereunder by a successor Administrative Agent and or Collateral Agent, that as the case may be, such successor Administrative Agent and or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and or Collateral Agent Agent, as the case may be, and the retiring Administrative Agent and or Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actionsAgent, as the case may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documentsbe, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Administrative Agent’s and 's or Collateral Agent’s 's resignation or removal hereunder as Administrative Agent and or Collateral Agent, the provisions of this Article X VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent hereunderAgent, as the case may be.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to Lxxxxxx Lenders and Bxxxxxxxthe Borrower. Administrative Agent shall have the right to appoint a financial institution to act as successor Administrative Agent hereunder in such notice, subject to the reasonable satisfaction of the Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) thirty (30) calendar days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by the Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the resigning Administrative Agent, then the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent and Collateral Agent. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, then the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent automatically upon the effectiveness of such resignation; provided that that, until a successor Administrative Agent is so appointed by the Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Loan Documents shall any continue to be held by the resigning Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent and Collateral Agent Agent, and the retiring resigning Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents and all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall be made by or to the successor Administrative Agent. Except as provided above, any resignation of Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC or its successor as Administrative Agent pursuant to this Section ‎9.6 shall also constitute the resignation of Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC or its successor as Collateral Agent. After any retiring resigning Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section ‎9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section ‎9.6 shall, automatically upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days' notice to the Lenders and the Company. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7(a) or Section 7(g) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent may resign at shall be terminated, without any time other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such the date that is 30 days following a retiring Administrative Agent's notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent's resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent Lenders shall assume and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent perform all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documentshereunder until such time, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actionsif any, as may be necessary or appropriate in connection with the assignment to such Required Lenders under this Agreement appoint a successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderagent as provided for above. After any retiring Administrative Agent’s and Collateral Agent’s 's resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Collateral Agent hereunderthe other Loan Documents.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 8.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders and Bxxxxxxxthe Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor (which shall not be a Disqualified Lender) reasonably acceptable to the Borrower. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor (which shall any such successor Agent not be a Defaulting Disqualified Lender) reasonably acceptable to the Borrower. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by Parent and the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by Parent, the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 8 and of Section 9.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxNewPageCo, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to NewPageCo and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxNewPageCo, to appoint a successor Administrative Agent and Collateral Agent; , provided that in so long as no event shall any Event of Default then exists such successor Agent shall have been approved in writing by NewPageCo which approval shall not be a Defaulting Lenderunreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower, the Issuing Banks and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five subject to the consent of the Borrower (5other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) Business Days’ notice to Bxxxxxxxor 8.1(g)), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and Collateral Agent; provided that in no event the Issuing Xxxxx, appoint a successor (subject to the consent of the Borrower (other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), which consent of the Borrower shall any such successor Agent not be a Defaulting Lenderunreasonably withheld, delayed or conditioned). Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Xxxxxxxxxx Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany Representative. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany Representative, to appoint a successor Administrative Agent and Collateral Agent; provided that in . If, after 30 days after the date of the retiring Agent’s notice of resignation, no event shall any such successor Agent be has been appointed by the Requisite Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a Defaulting Lendersuccessor Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxxthe Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower (so long as no Event of Default has occurred and is continuing) and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower (so long as no Event of Default has occurred and is continuing) and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, Requisite if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent. If neither Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided provided, that in no event shall until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and Required Lenders, may retain its role as the Collateral Agent under any such successor Agent be a Defaulting LenderSecurity Document. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Security Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of BNPP or its successor as the Administrative Agent pursuant to this Section shall also constitute the resignation of BNPP or its successor as the Collateral Agent. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article X Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor the Collateral Agent for all purposes hereunder. If BNPP or its successor as the Administrative Agent pursuant to this Section has resigned as the Administrative Agent but retained its role as the Collateral Agent and no successor the Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, BNPP or its successor may resign as the Collateral Agent upon notice to the Borrower and Required Lenders at any time.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxxthe Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the approval of the Borrower (so long as no Event of Default pursuant to subsection 8.1(a) or (f) has occurred and is continuing) (such approval not to be unreasonably withheld or delayed) and the approval of the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (x) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (y) the thirtieth day after such notice of resignation. Upon any such notice of resignation, Requisite if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent. If neither Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that in no event shall that, until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and Required Lenders, may retain its role as the Collateral Agent under any such successor Agent be a Defaulting LenderSecurity Document. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities sums and other items of Collateral held under the Collateral Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Security Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of Xxxxxxx Xxxxx or its successor as the Administrative Agent pursuant to this subsection 9.7 shall also constitute the resignation of Xxxxxxx Sachs or its successor as the Collateral Agent. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this subsection 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If Xxxxxxx Xxxxx or its successor as the Administrative Agent pursuant to this subsection 9.7 has resigned as the Administrative Agent but retained its role as the Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, Xxxxxxx Sachs or its successor may resign as the Collateral Agent upon notice to the Borrower and Required Lenders at any time.

Successor Administrative Agent and Collateral Agent. Subject to the terms of this Section 9.7, the Administrative Agent (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty from its capacity as such and (30b) days’ prior written shall be deemed to have resigned upon repayment in full of all the Obligations (excluding contingent obligations as to which no claim has been made and the Specified Hedge Obligations) have been paid in full and all Term Loan Commitments have terminated. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. In connection with any such resignation under clause (a) above, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders and Bxxxxxxxthe Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five with the consent (5except at any time when an Event of Default shall have occurred and be continuing) Business Days’ notice to Bxxxxxxxof the Borrower, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor. The Borrower shall give notice to each counterparty to a Specified Hedge Agreement the obligations under which constitute Obligations of the effectiveness of any deemed resignation under clause (b) above, and such counterparties shall have the right to appoint a successor, provided that if no successor shall have been so appointed by such counterparties and shall have accepted such appointment within 20 days after such deemed resignation, then the Borrower may appoint a successor, provided further that, notwithstanding any such appointment, (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall also directly be given or made to each counterparty to a Specified Hedging Agreement; and (ii) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, for a period of 30 days after the effectiveness of such deemed resignation the retiring Collateral 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 Collateral Agent; provided , shall continue to hold such Collateral (it being understood and agreed that in (x) the retiring Collateral Agent shall have no event shall duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such successor security interest, and (y) at the end of such 30 day period, the Collateral Agent be may return any Collateral in its possession to the Borrower and may take any other action (including the giving of any notice of termination) to divest itself of any duties, obligations or rights hereunder and under the other Credit Documents in its capacity as the Collateral Agent, even if the foregoing shall result in a Defaulting Lenderlapse, defect, deficiency or invalidity of any Lien created under the Credit Documents). Upon the acceptance of any its appointment as [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly be discharged (iif not already discharged as set forth above in the case of deemed resignation under clause (b) transfer above) from its duties and obligations hereunder and under the other Credit Documents. The fees payable by the Borrower to such a successor Administrative Agent and Collateral Agent all sumsshall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, Securities in the case of a resignation under clause (a) above, if no successor shall have been so appointed and other items shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of Collateral held under its intent to resign, the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance retiring Administrative Agent may give notice of the duties effectiveness of its resignation to the successor Administrative Agent Lenders and Collateral Agent under the Loan DocumentsBorrower, and whereupon, on the date of effectiveness of such resignation stated in such notice, (iia) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. After any retiring Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and in respect of the retiring Collateral Agent hereundercontinuing to be vested with any security interest as collateral agent for the benefit of the Secured Parties as set forth above.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Credit Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. The Collateral Agent hereundermay resign in accordance with the terms of the Pledge and Security Agreement.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of GSCP as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Credit Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of RBC or its successor as Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation or removal of RBC or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, Borrower to appoint a successor Administrative Agent and Collateral Agent; provided that in no event Agent subject to approval by Borrower (which approval (i) shall any such successor Agent not be a Defaulting Lenderunreasonably withheld or delayed and (ii) shall not be required during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five subject to the consent of the Borrower (5other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) Business Days’ notice to Bxxxxxxxor 8.1(g)), which consent of the Borrower shall not be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor (subject to the consent of the Borrower (other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), which consent of the Borrower shall any such successor Agent not be a Defaulting Lenderunreasonably withheld, delayed). Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunder.in respect of the matters referred to in the proviso under clause (a) above. 151

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; , provided that in so long as no event shall any Event of Default then exists such successor Agent shall have been approved in writing by Borrower which approval shall not be a Defaulting Lenderunreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and or Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany, and Administrative Agent or Collateral Agent may be removed at any time with cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent or Collateral Agent, as applicable, and signed by Requisite Lenders and without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent or Collateral Agent, as applicable, and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Administrative Agent and or successor Collateral Agent; provided that in , as applicable, and if no event Default or Event of Default shall any have occurred and be continuing, with the consent of Company, such successor Agent consent not to be a Defaulting Lenderunreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent hereunder by a successor Administrative Agent and or successor Collateral Agent, that successor Administrative Agent and or successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and or the retiring or removed Collateral Agent Agent, as applicable, and the retiring or removed Administrative Agent and or the retiring or removed Collateral Agent Agent, as applicable, shall promptly (i) transfer to such successor Administrative Agent and or successor Collateral Agent Agent, as applicable, all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents reasonably necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and or successor Collateral Agent Agent, as applicable, under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and or successor Collateral Agent Agent, as applicable, such amendments to financing statements, and take such other actions, as may be reasonably necessary or appropriate in connection with the assignment to such successor Administrative Agent and or successor Collateral Agent Agent, as applicable, of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and or such retiring or removed Collateral Agent Agent, as applicable, shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and resignation or removal hereunder as an Administrative Agent, or any retiring or removed Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Each Agent may resign at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Lxxxxxx Lenders and BxxxxxxxParent Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxin consultation with Parent Borrower, to appoint a successor Administrative Agent and Collateral Agent; provided that successor, which shall be a commercial bank, insurance company, financial institution, finance company, or investment or mutual fund or other Person which extends credit or buys loans as one of its businesses, in no event shall any case, with an office in the United States, or an Affiliate of any such Person with an office in the United States. If no such successor shall have been so appointed by the Requisite 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 Lenders, in consultation with Parent Borrower, appoint a successor Agent be a Defaulting Lender. Upon meeting the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agentqualifications set forth above provided that, that successor Administrative Agent and Collateral if the Agent shall thereupon succeed to notify Parent Borrower and Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of (1) the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by Collateral Agent on behalf of Lenders under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and 87 duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Parent Borrower and such successor. After any the retiring Administrative Agent’s and Collateral Agent’s 's resignation hereunder as Administrative Agent and Collateral Agentunder the other Credit Documents, the provisions of this Article X Section 9 and Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Administrative Agent and Collateral Agent hereunderacting as Agent.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and Bxxxxxxxthe Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, Requisite if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxxthe Borrower, to appoint a successor Administrative Agent, subject to the reasonable satisfaction of the Borrower so long as no Event of Default has occurred and is continuing on the date such appointment is to become effective. If neither Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to have succeeded to and Collateral become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided provided, that in no event shall until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and Required Lenders, may retain its role as the Collateral Agent under any such successor Agent be a Defaulting LenderSecurity Document. Upon the acceptance of any appointment as the Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Security Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of Barclays or its successor as the Administrative Agent pursuant to this Section shall also constitute the resignation of Barclays or its successor as the Collateral Agent. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If Barclays or its successor as the Administrative Agent pursuant to this Section has resigned as the Administrative Agent but retained its role as the Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, Barclays or its successor may resign as the Collateral Agent upon notice to the Borrower and Required Lenders at any time.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ ” notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent and the retiring resigning or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such . If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and Collateral in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such have appointed a successor Administrative Agent Agent, the Requisite Lenders shall be deemed to succeeded to and Collateral Agent become vested with all the rights, powers, privileges and duties of the security interests created under the Collateral Documents, whereupon such retiring resigning Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderAgent. After any retiring resigning or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxCompany. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ ' prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ ' notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s and Collateral Agent’s 's resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of GSCP as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSCP or its successor as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Any Agent may resign at any time by giving thirty (30) days’ (or such shorter period as shall be agreed by the Required Lenders) prior written notice thereof to Lxxxxxx Lenders, Company and Bxxxxxxxthe other Agent. Upon any such notice of resignation, Requisite Required Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxCompany, to appoint a successor Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders appoint a successor Administrative Agent and or Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender, as applicable, from among the Lenders. Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent Agent, as applicable, hereunder by a successor Administrative Agent and or Collateral Agent, as the case may be, that successor Administrative Agent and or Collateral Agent Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and or Collateral Agent Agent, as applicable, all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and or Collateral Agent Agent, as applicable, under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and or Collateral Agent Agent, as applicable, such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and or Collateral Agent Agent, as applicable, of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and or Collateral Agent, as applicable, the provisions of this Article X IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent Agent, as applicable, hereunder.

Successor Administrative Agent and Collateral Agent. (a) Administrative Agent and Collateral Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx Lenders and BxxxxxxxBorrower and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignationresignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to BxxxxxxxBorrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and Collateral become 104 vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in no event its role as Collateral Agent on behalf of the Lenders under any of the Credit Documents shall any continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent be a Defaulting Lenderis appointed. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and Collateral Agent and the retiring or removed Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of GSLP or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of GSLP or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent and collateral agent for the Lenders which successor administrative agent and collateral agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and Collateral Agentthe Borrower, that a successor Administrative Agent and Collateral Agent administrative agent from among the Lenders, who shall thereupon also succeed to and become vested with the role of collateral agent. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers, privileges powers and duties of the retiring Administrative Agent and Collateral Agent the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent Agent’s appointment, powers and Collateral Agent shall promptly (i) transfer to such successor duties as Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X IX and Sections 10.04 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent and Collateral Agent hereunderhereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice thereof of its intent to Lxxxxxx resign to the Lenders and Bxxxxxxxthe Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders Lenders, subject to, unless an Event of Default shall have occurred and is continuing, the prior written consent of the Borrower Representative (not to be unreasonably withheld, conditioned or delayed), shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor; provided that no consent from the Borrower shall be required if the successor is an Affiliate of the predecessor Administrative Agent. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent and Collateral Agentgives notice of its intent to resign, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. If the Administrative Agent shall be a Defaulting Lender pursuant to clause (d) of the definition of such term, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and the Administrative Agent remove the Administrative Agent in its capacity as such and, subject to, unless (x) an Event of Default shall have occurred and is continuing, the prior written consent of the Borrower Representative (not to be unreasonably withheld, conditioned or delayed), appoint a successor; provided, that no consent from the Borrower shall be required if the successor is an Affiliate of the predecessor Administrative Agent. Any resignation or removal of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary resigning or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event (a) no successor to a resigning Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its intent to resign, the resigning Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower or (b) no successor to a removed Administrative Agent shall have been so appointed and shall have accepted such appointment by the day that is 30 days following of the issuance of a notice of removal, the removal shall become effective on such 30th day, and on the date of effectiveness of such resignation or removal, as the case may be, (i) the resigning or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents; provided that, solely for purposes of maintaining any retiring security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the resigning or removed Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the resigning or removed Collateral 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 (ii) the Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent and Collateral Agent; provided that (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Sections 10.2 and 10.3 shall inure to continue in effect for the benefit of such resigning or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunderin respect of the matters referred to in the proviso under clause (a) above.

Successor Administrative Agent and Collateral Agent. (a) Subject to the terms of this Section 9.7, the Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) upon 30 days’ prior , advance written notice thereof to Lxxxxxx the Borrower and Bxxxxxxxthe Lenders from its capacity as such. Any resignation of the Administrative Agent shall be deemed to be a resignation of the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes of the Credit Documents. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, upon five subject to the consent of the Borrower (5other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) Business Days’ notice to Bxxxxxxxor 8.1(g)), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent; provided that in no event gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor (subject to the consent of the Borrower (other than during the existence of an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), which consent of the Borrower shall any such successor Agent not be a Defaulting Lenderunreasonably withheld, delayed or conditioned). Upon the acceptance of any its appointment as Administrative Agent and Collateral Agent hereunder by a successor, such successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Credit Documents. After The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor 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 and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral 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 Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral 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 Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, provided that (i) all payments required to be made hereunder or under any other Credit 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 or the Collateral Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s and Collateral Agent’s resignation hereunder from its capacity as Administrative Agent and Collateral Agentsuch, the provisions of this Article X Section 9 and of Section 10.3 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Collateral Agent, as applicable, and Collateral Agent hereunder.in respect of the matters referred to in the proviso under clause (a) above. 203

Successor Administrative Agent and Collateral Agent. (a) Each of the Administrative Agent and the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx the Lenders and BxxxxxxxBorrowers. Upon any such notice of resignationresignation by the Administrative Agent or Collateral Agent, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, right to appoint a successor Administrative Agent and or Collateral Agent; provided that in Agent (as the case may be). If no event shall any such successor Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent (as the case may be), selected from among the Lenders. In either case, such appointment shall be a Defaulting Lendersubject to the prior written approval of Borrowers (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent and or Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that such successor Administrative Agent and Collateral Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent Agent, and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and or Collateral Agent, the provisions retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent (as the case may be) under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and or Collateral Agent hereunder(as the case may be) under this Agreement and the other Loan Documents.