Common use of Successor Agent Clause in Contracts

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Any Agent may resign at any time by giving ten (10) at least 30 days' ’ prior written notice thereof to the Borrower Lenders, the Borrower, the Services Provider and the LendersS&P; provided that any such resignation by any Agent shall not be effective until a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice of resignationnotice, the Required Majority Lenders will, shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor to the Agent shall have been so appointed by the Required Lenders Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment appointment, within 30 days after the retiring Agent gives notice of its resignation (or such ten-earlier day periodas shall be agreed by the Majority Lenders), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint designate a successor Agent, which such successor Agent from among shall be a commercial bank or a trust company organized or licensed under the Lenderslaws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder, and the successor Agent shall provide written notice of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity as agent for the Lenders, the Majority Lenders may immediately remove such Person; provided that in the case of the removal of an Agent (i) a Lender hereunder agrees to serve as Agent and under (ii) the other Credit DocumentsBorrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until a successor Agent shall be appointed pursuant to the terms of this Section 7.8. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. If no With respect to any Person (i) into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent shall be a party or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets of any of such Agents substantially as a whole, shall be the successor to such Agent under this Agreement without further act of any of the Agent has accepted appointment as Agent parties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the thirtieth (30th) day following a retiring Agent's notice terms of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all Section 14.9 of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may resign at any time by giving ten and shall, if Agent becomes a Defaulting Bank, resign as Agent upon thirty (1030) days' prior written ’ notice to the Borrower and the LendersBanks. Upon any such notice of resignationIf Agent resigns under this Agreement, the Required Lenders willBanks shall appoint, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders Banks, a successor to agent for the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Banks. If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of Agent, Agent may appoint, after consulting with the Lenders and the BorrowerBanks, appoint a successor Agent agent from among the LendersBanks. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent agent has accepted appointment as Agent by the thirtieth date which is thirty (30th30) day days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders Banks shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders Banks appoint a successor Agent agent as provided for hereinaboveabove.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written delivering notice of such resignation to the Borrower Lenders and Borrower, effective on the Lendersdate set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of this Section 9.7. Upon If Agent delivers any such notice, the Requisite Lenders shall have the right to appoint a successor Agent. If, after 30 days after the date of the retiring Agent’s notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have has been so appointed by the Required Requisite Lenders and shall have that has accepted such appointment within such ten-day periodappointment, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the Lenders. Upon Effective immediately upon its resignation, (a) the acceptance retiring Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of any appointment as the duties of Agent by until a successor Agent, such successor Agent shall thereupon have accepted a valid appointment hereunder, (c) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents, and (iv) subject to its rights under Section 9.2(b), the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent shall succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodthirty days after the retiring Agent's giving notice of resignation, then the retiring Agent maymay appoint, on behalf of the Lenders Borrower and after consulting with the Lenders Lenders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, appoint a which approval shall not be unreasonably withheld. Such successor Agent from among the Lendersshall be a commercial bank having capital and retained earnings of at least $50,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article ARTICLE XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment acting as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving ten (10) days' prior 30 days written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders willLenders, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among required (a) if the Lenders a successor to Agent is an Affiliate or Subsidiary of the Agent on the date hereof or (provided that the Borrower's consent shall not be required in the event a Default or b) for so long as an Event of Default has occurred and is continuing), shall have occurred and the right to appoint a successor Agent who shall be continuing)one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within by the time of such ten-day periodresignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents(in its capacity as Agent but not in its capacity as a Lender). After any retiring Agent's ’s resignation hereunder as the Agent, the provisions of this Article 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, acting as the Required Lenders appoint a successor Agent as provided for hereinaboveAgent.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such notice resignation or removal, (i) the Borrower, with the consent of resignation, the Required Lenders will, with the prior written (such consent of the Borrower (which consent shall not to be unreasonably withheld), withheld or delayed) shall have the right to appoint from among the Lenders a successor to the Agent or (provided that the Borrower's consent shall not be required in the event a Default or ii) if an Event of Default shall have occurred and be continuing), then the Required Lenders shall have the right to appoint a successor Agent. If no successor to the Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent (the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders and after consulting in consultation with the Lenders and the Borrower, appoint a successor Agent from among Agent, which shall be a commercial bank organized under the Lenderslaws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Whether or not a successor has been appointed, the Agent’s resignation shall become effective on the Resignation Effective Date. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder under this Agreement provided that if such successor Agent shall have been appointed without the consent of the Borrower, such successor Agent may be replaced by the Borrower with the consent of the Required Lenders so long as no Event of Default has occurred and under the other Credit Documentsis continuing. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may resign at any time as agent hereunder by giving ten not fewer than thirty (1030) days' days prior written notice to the Administrative Borrower and the Lenders. Upon any such notice of resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders will, shall appoint from among the Lenders a successor agent for the Lenders (with the prior written consent of the Administrative Borrower (so long as an Event of Default does not exist and which consent shall not be unreasonably withheld), appoint from among the Lenders or (b) if a successor to the Agent (provided that the Borrower's consent agent shall not be required in so appointed and approved within the event thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a Default or Event of Default successor agent that shall have occurred and be continuing)serve as agent until such time as the Required Lenders appoint a successor agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have agent has accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agentagent as provided for above. Upon its appointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agentas agent, and the retiring Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documentspart of such former agent or any of the parties to this Agreement. After any retiring Agent's ’s resignation as Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Each Agent may resign as such at any time by giving ten (10) upon at least 30 days' ’ prior written notice to the Borrower Lenders, the Issuing Bank and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right, with the prior written consent of the Borrower (which consent shall not to be unreasonably withheldwithheld or delayed), to appoint a successor Agent from among the Lenders a successor to the Agent (provided Lenders; provided, that the Borrower's no consent of Borrower shall not be required in the event a Default or if an Event of Default shall have has occurred and be is continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuing Bank, appoint a successor Agent from among with the Lendersconsent of Borrower (not to be unreasonably withheld or delayed), which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided, that no consent of Borrower shall be required if an Event of Default has occurred and is continuing; provided, further that if such retiring Agent 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 Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder hereunder. 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 under the other Credit Documentssuch successor. After any retiring an Agent's ’s resignation as Agenthereunder, the provisions of this Article X and Section 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Any Agent may resign at any time by giving ten (10) at least 30 days' ’ prior written notice thereof to the Borrower Lenders, the Borrower, the Services Provider and the LendersS&P; provided that any such resignation by any Agent shall not be effective until a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice of resignationnotice, the Required Majority Lenders will, shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor to the Agent shall have been so appointed by the Required Lenders Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment appointment, within such ten-day period30 days after the notice of resignation or removal thereof, then the retiring Agent may, on behalf may (i) petition a court of the Lenders and after consulting with the Lenders and the Borrower, competent jurisdiction to appoint a successor Agent from among or (ii) appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the Lenderslaws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder, and the successor Agent shall provide written notice of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity as agent for the Lenders, the Majority Lenders may immediately remove such Person; provided that in the case of the removal of an Agent (i) a Lender hereunder agrees to serve as Agent and under (ii) the other Credit DocumentsBorrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until a successor Agent shall be appointed pursuant to the terms of this Section 7.8. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. If no With respect to any Person (i) into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent shall be a party or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets of any of such Agents substantially as a whole, shall be the successor to such Agent under this Agreement without further act of any of the Agent has accepted appointment as Agent parties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the thirtieth (30th) day following a retiring Agent's notice terms of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all Section 14.9 of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The (a) Agent may resign from the performance of all its functions and duties hereunder at any time by giving ten at least thirty (1030) days' days prior written notice to Lenders and Borrowers. Such resignation shall take effect on the Borrower and the Lenders. Upon any date set forth in such notice of resignationor as otherwise provided below. Such resignation by Agent as agent shall not affect its obligations hereunder, if any, as a Lender. (b) Upon resignation by the Agent, or any successor Agent, the Required Lenders will, shall appoint a successor Agent with the prior written consent of the Borrower (Borrowers, which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent conditioned or delayed (provided that the Borrower's no consent of Borrowers shall not be required in the event a Default or if an Event of Default shall have occurred and be continuingthen exists). If no successor to the Agent shall have been so appointed by the Required Lenders (with the consent of Borrowers as set forth in the preceding sentence), and shall have accepted such appointment within such ten-day periodthirty (30) days after the retiring Agent’s giving notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, may appoint a successor Agent from among with the Lendersconsent of Borrower, which shall not unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if an Event of Default then exists). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit DocumentsLoan Documents other than its liability, if any, for duties and obligations accrued prior to its retirement. After any retiring Agent's ’s resignation hereunder as an Agent, the provisions of this Article 20 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment acting as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the an Agent hereunder and under the other Credit Documents until such timeLoan Documents. In the event that Synovus Bank, if anyin its sole discretion, as elects to become successor Agent, the Required Lenders appoint a successor Agent as provided for hereinaboveconsent of Borrowers shall not be required.

Successor Agent. The Agent may resign at any time by giving ten as Agent upon thirty (1030) calendar days' prior written ’ notice to the Borrower Buyer and the LendersSeller. Upon any such notice of resignationIf the Agent shall resign as Agent under this Repurchase Agreement and the other Repurchase Documents, then the Required Lenders will, with the prior written consent of the Borrower (which consent Buyer shall not be unreasonably withheld), appoint from among the Lenders a successor to Agent, which successor Agent shall be approved by the Agent Seller (provided that the Borrower's consent shall not be required in the event a Default or unless an Event of Default shall have has occurred and be is continuing), and any such successor Agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor Agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Repurchase Agreement or any holders of the Purchased Loans. If no successor to the Agent shall have has been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodthirty (30) calendar days after the retiring Agent’s giving notice of its resignation, then the retiring Agent mayAgent, on behalf of the Lenders Buyer, may appoint an Agent which shall (unless an Event of Default has occurred and after consulting with is continuing) be reasonably acceptable to the Lenders and the Borrower, appoint a successor Agent from among the LendersSeller. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder obligations, under this Repurchase Agreement and under the other Credit Repurchase Documents. After any retiring Agent's ’s resignation as Agent, the provisions of this Article Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Repurchase Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveRepurchase Documents.

Successor Agent. The Agent may resign at any time by giving ten as the Agent upon thirty (1030) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders willBorrower and, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or so long as no Lease Event of Default shall have occurred and be continuing), the Lessee. If the Agent shall resign as the Agent under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor Agent which successor Agent shall be subject to the approval of the Borrower and, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee, such approval not to be unreasonably withheld or delayed. If no successor Agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the resigning Agent, the Agent may appoint, after consulting with the Lenders and subject to the Borrowerapproval of the Borrower and, appoint so long as no Lease Event of Default shall have occurred and be continuing, the Lessee, such approval not to be unreasonably withheld or delayed, a successor Agent from among the Lenders. Upon the acceptance of any appointment Lenders (or such other Person as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under acceptable to the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentMajority Lenders). If no successor to the Agent has accepted appointment as the Agent by the thirtieth date which is thirty (30th30) day days following a retiring Agent's notice of resignation, the retiring Agent's notice of resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Majority Lenders appoint a successor Agent Agent, as provided for hereinabove.above. Upon the effective date of such resignation, only such successor Agent shall succeed to all the rights, powers and duties of the retiring Agent and the term "

Successor Agent. The Agent may resign at any time by giving ten as the Agent upon thirty (1030) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders willBorrower and, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or so long as no Lease Event of Default shall have occurred and be continuing), the Lessee. If the Agent shall resign as the Agent under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor Agent which successor Agent shall be subject to the approval of the Borrower and, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee, such approval not to be unreasonably withheld or delayed. If no successor Agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the resigning Agent, the Agent may appoint, after consulting with the Lenders and subject to the Borrowerapproval of the Borrower and, appoint so long as no Lease Event of Default shall have occurred and be continuing, the Lessee, such approval not to be unreasonably withheld or delayed, a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as the Agent by the thirtieth date which is thirty (30th30) day days following a retiring Agent's notice of resignation, the retiring Agent's notice of resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Majority Lenders appoint a successor Agent Agent, as provided for hereinabove.above. Upon the effective date of such resignation, only such successor Agent shall succeed to all the rights, powers and duties of the retiring Agent and the term "

Successor Agent. The Agent may resign at any time by giving as Agent upon ten (10) days' prior written ’ notice to the Borrower and the Lenders. Upon any such notice of resignationIf Agent resigns under this Agreement, the Required all Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders (or the affiliates thereof) a successor Agent for the Lenders, which successor Agent shall (unless an Event of Default has occurred and is continuing) be subject to the Agent approval of Borrower (provided that the Borrower's consent which approval shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor Agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of Agent, Agent may appoint, after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersLenders (or the affiliates thereof). Upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, the Person acting as such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the respective term “Agent, ” means such successor Agent and the retiring Agent Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations hereunder and under the other Credit Documentsbehalf. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article 13 and Sections 2.4(d) and 12.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent has accepted appointment as Agent by the thirtieth date ten (30th10) day days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinaboveabove.

Successor Agent. The Each Agent may resign as such at any time by giving ten (10) upon at least 30 days' ’ prior written notice to the Borrower Lenders, the Issuing Bank and the LendersU.S. Borrower. Upon any such notice of resignation, the Required Lenders willshall have the right, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)with, appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of if no Default shall have occurred and be continuing, the consent of Borrower (such consent not to be unreasonably withheld), to appoint a successor Agent from among the Lenders. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuing Bank, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided that if such retiring Agent from among is unable to find a commercial banking institution which is willing to accept such appointment and which meets the Lendersqualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder hereunder. The fees payable by U.S. Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between U.S. Borrower and under the other Credit Documentssuch successor. After any retiring an Agent's ’s resignation as Agenthereunder, the provisions of this Article X and Section 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving ten (10) 30 days' prior ’ written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the Required Majority Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent who shall (provided that the Borrower's consent shall not be required in the event a Default or no Event of Default shall have has occurred and is continuing) be continuing)approved by the Borrower and shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within by the time of such ten-day periodresignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among which shall be a bank organized under the LendersLaws of Canada which has shareholders’ equity in excess of $500,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents(in its capacity as Agent but not in its capacity as a Lender). After any retiring Agent's ’s resignation or removal hereunder as the Agent, the provisions of this Article 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, acting as the Required Lenders appoint a successor Agent as provided for hereinaboveAgent.

Successor Agent. (a) The Agent may resign at any time as the Agent hereunder by giving ten not fewer than thirty (1030) days' days prior written notice to the Borrower and the Lenders. Upon any such notice If the Agent shall resign under this Agreement, then provided no Event of resignationDefault has occurred, the Required Lenders willBorrower shall have the right, (i) with the prior written consent of the Borrower (which Required Lenders, such consent shall not to be unreasonably withheld), to appoint from among the Lenders a successor administrative agent for the Lenders who is willing to accept such appointment, or (ii) with the Agent consent of the Required Lenders, which may be withheld in their sole discretion, to appoint a successor that is not a Lender, but which shall be a bank with an office in New York State, or an Affiliate of any such bank. (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). b) If no successor to the Agent shall have been so appointed by and approved within 30 days after the Required Lenders and shall have accepted such appointment within such ten-day periodretiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, may appoint a successor Agent from among meeting the Lenders. Upon qualifications specified in Section 9.12(a), provided that if the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to notify the Borrower and the 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 the retiring Agent, and (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After Loan Documents (except that in the case of any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken Collateral held by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by on behalf of the thirtieth (30th) day following a retiring Agent's notice Lenders under any of resignationthe Loan Documents, the retiring Agent's resignation Agent shall nevertheless thereupon become effectivecontinue to hold such Collateral until such time as a successor Agent is appointed) and (ii) all payments, communications and the Lenders shall thereafter perform all of the duties of determinations provided to be made by, to or through the Agent hereunder and under the other Credit Documents shall instead be made by or to each Lender directly, until such time, if any, time as the Borrower appoints and the Required Lenders appoint approve a successor Agent as provided for hereinaboveabove in the preceding paragraph. (c) Upon its appointment, such successor administrative agent shall succeed to the rights, powers and duties as the Agent, and the term “Agent” shall mean such successor effective upon its appointment, and the former Agent’s rights, powers and duties as the Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement.

Successor Agent. The Agent KeyBank, or any successor Agent, may resign as Agent at any time by giving ten (10) days' at least 30 days prior written notice thereof to the Borrower Lenders and to the LendersBorrower. Any such resignation shall be effective upon appointment and acceptance of a successor Agent, as hereinafter provided. Upon any such notice of resignation, the Required Majority Lenders willshall have the right to appoint a successor Agent, with the prior written consent which is a Lender under this Agreement, provided that so long as no Default or Event of Default has occurred and is continuing the Borrower (shall have the right to approve any successor Agent, which consent approval shall not be unreasonably withheld). If, appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event case of a Default or Event of Default shall have occurred and be continuing). If resignation by the Agent, no successor to the Agent shall have been so appointed by the Required Majority Lenders and approved by the Borrower, and shall have accepted such appointment appointment, within such ten-day periodthirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint any one of the other Lenders as a successor Agent from among the LendersAgent. The Borrower acknowledges that any Lender which acquires KeyBank is acceptable as a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all further duties and obligations hereunder and as Agent under the other Credit Documentsthis Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article §16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor The Agent agrees that it shall not assign any of its rights or duties as Agent to any other Person. The Agent may be removed at the direction of the Majority Lenders in the event of a final judicial determination (in which the Agent has accepted appointment as Agent by the thirtieth (30thhad an opportunity to be heard) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of that the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint had acted in a successor Agent as provided for hereinabovegrossly negligent manner or in willful misconduct.

Successor Agent. The Subject to the appointment of a successor as set forth herein, (i) each of the Administrative Agent and the ABL Collateral Agent may be removed by the Parent Borrower or the Required Lenders if it is subject to an Agent-Related Distress Event and (ii) each of the Administrative Agent and the ABL Collateral Agent may resign at any time by giving ten (10) as Administrative Agent or ABL Collateral Agent, in each case upon 10 days' prior written ’ notice to the Borrower applicable Lenders and the LendersParent Borrower. Upon any such notice of resignation, If the Administrative Agent or the ABL Collateral Agent shall be removed by the Parent Borrower or the Required Lenders willpursuant to clause (i) above or resign as Administrative Agent, with or ABL Collateral Agent pursuant to clause (ii) above, as applicable, under this Agreement and the prior written consent of other Loan Documents, then the Borrower (which consent Required Lenders shall not be unreasonably withheld), appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Agent (Parent Borrower in its discretion; provided that such approval by the Borrower's consent Parent Borrower in connection with the appointment of any such successor agent shall not only be required in the event a Default or so long as no Event of Default shall have under subsection 9(a) or 9(f) has occurred and be is continuing). If no ; provided, further, that the Parent Borrower shall not unreasonably withhold its approval of any successor to the Administrative Agent shall have been so appointed by the Required Lenders if such successor is a commercial bank with a combined consolidated capital and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf surplus of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lendersat least $5,000,000,000. Upon the acceptance successful appointment of any appointment as Agent by a successor Agentagent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the ABL Collateral Agent, as applicable, and the retiring term “Administrative Agent,” or “ABL Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or ABL Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act or deed on the other Credit Documentspart of such former Agent or any of the parties to this Agreement or any holders of the Loans or issuers of Letters of Credit. After any retiring Agent's ’s resignation or removal as Agent, the provisions of this Article Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent’s resignation as such Agent, the provisions of this subsection 10.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents. If no successor After the resignation or removal of the Administrative Agent pursuant to the preceding provisions of this subsection 10.10, such resigning or removed Administrative Agent has accepted appointment (x) shall not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation or removal and (y) shall not be required to act as Swing Line Lender with respect to Swing Line Loans to be made after the date of such resignation or removal (and all outstanding Swing Line Loans of such resigning or removed Administrative Agent shall be required to be repaid in full upon its resignation or removal), although the resigning or removed Administrative Agent shall retain all rights hereunder as Issuing Lender and Swing Line Lender with respect to all Letters of Credit issued by it, and all Swing Line Loans made by it, prior to the effectiveness of its resignation or removal as Administrative Agent hereunder. After the resignation or removal of the Administrative Agent pursuant to the preceding provisions of this subsection 10.10, the resigning or removed Administrative Agent shall not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation, although the resigning or removed Administrative Agent shall retain all rights hereunder as Issuing Lender with respect to all Letters of Credit issued by it prior to the effectiveness of its resignation or removal as Administrative Agent hereunder. The fees payable by the thirtieth (30th) day following a retiring Agent's notice of resignation, Borrowers to any successor agent shall be the retiring Agent's resignation shall nevertheless thereupon become effective, same as those payable to its predecessor unless otherwise agreed between the Borrowers and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovesuccessor.

Successor Agent. The Agent may resign may, at any time by giving ten (10) days' prior time, resign upon 30 days written notice to the Borrower Lenders and the LendersBorrowers. Upon any such resignation, the Borrowers with the consent of the Required Lenders (such consent of the Required Lenders not to be unreasonably withheld or delayed) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the notice of resignation, then the Required Lenders will, with the prior written consent of the Borrower (which consent retiring Agent shall not be unreasonably withheld), appoint from among the Lenders select a successor to the Agent provided such successor is a Lender hereunder or qualifies as an Eligible Assignee (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If if no successor to the Agent Eligible Assignee shall have been so appointed by the Required retiring Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Agent hereunder until such time, if any, as a successor Agent shall have been appointed and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lendersas provided for above). Upon the acceptance of any appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder as Agent, as appropriate, under this Credit Agreement and under the other Credit Documents. After any retiring Agent's resignation as Agent, Documents and the provisions of this Article Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other this Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveAgreement.

Successor Agent. The Agent may resign at any time by giving ten (10) days' 30 days prior written notice thereof to the Borrower Lenders and the LendersCredit Parties. Upon any such notice of resignation, the Required Lenders willshall have the right with, with if no Event of Default under Section 9.1(a), (c)(i) or (f) exists, the prior written consent of the Borrower (which consent shall not to be unreasonably withheld), ) to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among which shall be a commercial bank organized under the Lenderslaws of the United States having combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article Section 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor to the Agent administrative agent has accepted appointment as Agent by the thirtieth date which is thirty (30th30) day days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinaboveabove.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving ten (10) days' prior 30 days written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders willMajority Lenders, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among required (a) if the Lenders a successor to Agent is an Affiliate or Subsidiary of the Agent on the date hereof or (provided that the Borrower's consent shall not be required in the event b) for so long as a Default or Event of Default has occurred and is continuing), shall have occurred and the right to appoint a successor Agent who shall be continuing)one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within by the time of such ten-day periodresignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents(in its capacity as Agent but not in its capacity as a Lender). After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, acting as the Required Lenders appoint a successor Agent as provided for hereinaboveAgent.

Successor Agent. The Each Agent may resign as such at any time by giving ten (10) upon at least 30 days' prior written notice to the Borrower Lenders, the Issuing Bank and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)with, appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of if no Default shall have occurred and be continuing, the consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed), to appoint a successor Agent from among the Lenders. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuing Bank, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided that if such retiring Agent from among is unable to find a commercial banking institution which is willing to accept such appointment and which meets the Lendersqualifications set forth above, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder hereunder. 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 under the other Credit Documentssuch successor. After any retiring an Agent's resignation as Agenthereunder, the provisions of this Article X and Section 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time by giving at least thirty (30) days’ prior written notice to Borrower and each Lender. The Agent may be removed with or without cause by the Required Lenders upon ten (10) days' ’ prior written notice from the Required Lenders to the Borrower Agent. Such resignation or removal shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and the Lenders. (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation or removal, the Required Lenders willshall appoint a successor Agent with, with so long as no Event of Default under Sections 9.4 or 9.5 exists, the prior written consent of the Borrower (which such consent shall not to be unreasonably delayed or withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be immediately discharged from its duties and obligations under this Agreement and the other Loan Documents. (c) If no such successor Agent shall have been so appointed by the Required Lenders within 30 days after the retiring Agent gives notice of its resignation or thirty (30) days after the Required Lenders give notice of removal to the retiring Agent, then the retiring Agent may (but is not required to) on behalf of the Lenders, appoint a successor Agent; provided, that if the Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal 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. After Loan Documents (except that in the case of any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken collateral security held by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by on behalf of the thirtieth (30th) day following a retiring Agent's notice Lenders under any of resignationthe Loan Documents, the retiring Agent's resignation Agent shall nevertheless thereupon become effectivecontinue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and the Lenders shall thereafter perform all of the duties of determinations provided to be made by, to or through the Agent hereunder and under the other Credit Documents shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor Agent as provided for hereinabovein clause (b) above. 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. (d) After the retiring Agent’s resignation or removal under this Section 17.8, the provisions of this Section 17, Section 11.3, and Section 19.9 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent or on behalf of the Agent and if applicable, while continuing to hold collateral security on behalf of the Lenders under any of the Loan Documents. Any corporation or association into which the Agent may be merged or converted or with which it may be consolidated shall be the Agent under this Agreement without further act.

Successor Agent. The Agent may resign as Agent upon at any time by giving ten least thirty (1030) days' days prior written notice to the Borrower Lenders and the LendersBorrowers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. Upon any In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such notice of resignationpurchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to agent for the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Lenders. If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the BorrowerWestlake, appoint a successor Agent agent from among the LendersLenders or, if no Lender accepts such role, the Agent may appoint Required Lenders as successor Agent. Upon the acceptance of any its appointment as Agent by a successor agent hereunder, or upon appointment of Required Lenders as successor Agent, (a) such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and (b) the term “Agent” shall mean such successor agent, (c) the retiring Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving ten (10) 30 days' prior written notice (the “Resignation Notice”) thereof to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower. The Majority Lenders, with the consent of the Borrower, provided no Event of Default is subsisting, such consent not to be unreasonably withheld, will forthwith upon receipt of the Resignation Notice appoint a successor Agent from among agent (the Lenders“Successor Agent”) to assume the duties hereunder of the resigning Agent. Upon the acceptance of any appointment as Agent agent hereunder by a successor Successor Agent, such successor Successor Agent shall will thereupon succeed to and become vested with all the rights, powers, privileges and duties as agent under the Documents of the retiring resigning Agent. Upon such acceptance, and the retiring resigning Agent shall will be discharged from its further duties and obligations hereunder and as agent under the other Credit Documents, but any such resignation will not affect such resigning Agent's obligations hereunder as a Lender, including for its Rateable Portion of the Aggregate Commitment Amount. After any retiring Agent's the resignation of the Agent as Agentagent hereunder, the provisions of this Article shall inure 21 will continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was Agentthe agent of the Lenders hereunder. If no successor Notwithstanding the foregoing, if the Majority Lenders fail to appoint a Successor Agent within 30 days of receipt of the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignationResignation Notice, the retiring Agent's resignation shall nevertheless thereupon become effectiveresigning Agent may appoint a Successor Agent from among the Lenders, and with the Lenders shall thereafter perform all consent of the duties Borrower, provided no Event of the Agent hereunder and under the other Credit Documents until Default is subsisting, such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveconsent not to be unreasonably withheld.

Successor Agent. The Each Agent may resign as such at any time by giving ten upon at least thirty (1030) days' ’ prior written notice to the Lenders, the Issuing Bank and Borrower and without notice to the LendersBank Product Providers. Upon any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a so long as no Default or Event of Default shall have then occurred and be continuing), to appoint a successor Agent from among the Lenders. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuing Bank, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided, that if such retiring Agent from among is unable to find a commercial banking institution that is willing to accept such appointment and which meets the Lendersqualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. 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 retiring an Agent's ’s resignation as Agenthereunder, the provisions of this Article X, Section 11.03 and Sections 11.09 and 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Each Agent may resign at any time by giving ten (10) in its capacity as such upon 10 days' prior written ’ notice to the Borrower Lenders and the LendersBorrower. Upon If any such notice of resignationAgent shall resign under this Agreement and the other Loan Documents, then the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to agent for the Agent Lenders, which successor agent shall (provided that the Borrower's consent shall not be required in the event a Default or unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as such Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor to agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is 10 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of such Agent shall have been so appointed by until such time, if any, as the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment administrative agent or collateral agent, as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsapplicable. After any retiring Agent's ’s resignation as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article Section 8.09 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. If no successor to the Agent has accepted appointment , as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignationapplicable, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Administrative Agent or Co-Agent may resign at any time as agent hereunder by giving ten not fewer than thirty (1030) days' prior written notice to the Borrower and the LendersBanks. Upon any such notice If Administrative Agent or Co-Agent shall resign under this Agreement, then whichever of resignationAgents which shall not have resigned shall fulfill the roles of both Administrative Agent and Co-Agent. If both Agents shall resign under this Agreement, then (a) the Required Lenders will, Majority Banks shall appoint from among the Banks a successor agent for the Banks (with the prior written consent of the Borrower (so long as an Event of Default has not occurred and which consent shall not be unreasonably withheldwithheld or delayed), appoint from among the Lenders or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the notice to the Agent Banks of the resignation, then Agents shall appoint a successor agent (provided that with the Borrower's consent of Borrower so long as an Event of Default has not occurred and which consent shall not be required in unreasonably withheld or delayed) who shall serve as agent until such time as the event Majority Banks appoint a Default or successor agent (with the consent of Borrower so long as an Event of Default shall have has not occurred and which consent shall not be continuingunreasonably withheld or delayed). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agentits appointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agentas agent, and the retiring Agent term "Administrative Agent", "Co-Agent" and "Agents" shall mean such successor effective upon its appointment, and any former agent's rights, powers and duties as agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documents. After part of such former agent or agents or any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveparties to this Agreement.

Successor Agent. The Agent may resign at any time as agent hereunder by giving ten not fewer than thirty (1030) days' days prior written notice to the Administrative Borrower and the Lenders. Upon any such notice of resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders will, shall appoint from among the Lenders a successor agent for the Lenders (with the prior written consent of the Administrative Borrower (so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld), appoint from among the Lenders or (b) if a successor to the Agent (provided that the Borrower's consent agent shall not be required in so appointed and approved within the event thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a Default or Event of Default successor agent that shall have occurred and be continuing)serve as agent until such time as the Required Lenders appoint a successor agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have agent has accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agentagent as provided for above. Upon its appointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agentas agent, and the retiring Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documentspart of such former agent or any of the parties to this Agreement. After any retiring Agent's ’s resignation as Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving ten (10) days' prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (which appointment shall, provided that the Borrower's consent shall not be required in the event a no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have occurred approved each Lender and be continuingits affiliates as a successor Agent). If no successor to the Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such ten-day period30 days after the resigning Agent’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000 and provided no Default or Event of Default exists, shall be subject to the LendersBorrower’s approval, which approval shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other Credit Documentsarrangements satisfactory to the current Agent, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may resign at any time by giving ten (10) as Agent upon 30 days' prior written ’ notice to the Borrower and Banks. If the Lenders. Upon any such notice of resignationAgent resigns under this Agreement, the Required Lenders willBanks shall appoint from among the Banks a successor administrative agent for the Banks, with which successor administrative agent shall be consented to by the prior written Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the Agent, the Agent may appoint, after consulting with the Lenders Banks and the Borrower, appoint a successor Agent administrative agent from among the LendersBanks. Upon the acceptance of any its appointment as Agent by a successor Agentadministrative agent hereunder, the Person acting as such successor Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, and the term “Agent” shall mean such successor administrative agent, and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the part of such retiring Agent or any other Credit DocumentsBank. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article X and Sections 12.4 and 12.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent administrative agent has accepted appointment as Agent by the thirtieth (30th) day date which is 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders Banks shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders Banks appoint a successor Agent agent as provided for hereinaboveabove.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving ten (10) days' prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (which appointment shall, provided that the Borrower's consent shall not be required in the event a no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have occurred approved each Lender and be continuingany of its affiliates as a successor Agent). If no successor to the Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such ten-day period30 days after the current Agent’s giving of notice of resignation, then the retiring current Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Agent, and the retiring current Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article Article. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under the Loan Documents. If no successor Notwithstanding anything contained herein to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignationcontrary, the retiring Agent's resignation shall nevertheless thereupon become effective, Agent may assign its rights and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Loan Documents until such time, if any, as to any of its affiliates by giving the Required Lenders appoint a successor Agent as provided for hereinaboveBorrower and each Lender prior written notice.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by giving ten (10) days' prior written notice to notifying the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Borrower, to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)successor. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such ten-earlier day periodas may be agreed by the Required Lenders)(the “Resignation Date”), then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the LendersResignation Effective Date. Upon the acceptance of any its appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and under the other Credit Documentssuch successor. After any retiring the Agent's ’s resignation as Agenthereunder, the provisions of this Article and Section 10.05 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign at any time by giving ten (10) as Agent upon 30 days' prior written notice to the Borrower Lenders and Borrower. If the Lenders. Upon any such notice of resignationAgent resigns under this Agreement, the Required Lenders willLenders, with the prior written consent of the Borrower (Borrower, which consent shall not be unreasonably withheld), shall appoint from among the Lenders a successor agent for the Lenders which successor agent shall be approved by the Borrower. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent (provided that with the consent of the Borrower's , which consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodunreasonably withheld, then the retiring Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article Section 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent agent has accepted appointment as Agent by the thirtieth (30th) day date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinaboveabove. The retiring Agent shall refund to Borrower that portion of any agency fee paid to such Agent as is not earned due to such Agent's resignation, prorated to the date of such Agent's resignation.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such notice resignation or removal, (i) the Borrower, with the consent of resignation, the Required Lenders will, with the prior written (such consent of the Borrower (which consent shall not to be unreasonably withheld), withheld or delayed) shall have the right to appoint from among the Lenders a successor to the Agent or (provided that the Borrower's consent shall not be required in the event a Default or ii) if an Event of Default shall have occurred and be continuing), then the Required Lenders shall have the right to appoint a successor Agent. If no successor to the Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and after consulting in consultation with the Lenders and the Borrower, appoint a successor Agent from among Agent, which shall be a commercial bank organized under the Lenderslaws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder under this Agreement provided that if such successor Agent shall have been appointed without the consent of the Borrower, such successor Agent may be replaced by the Borrower with the consent of the Required Lenders so long as no Event of Default has occurred and under the other Credit Documentsis continuing. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign at any time by giving ten (10) as Agent upon 30 days' prior written notice to the Borrower Lenders and Borrower. If the Lenders. Upon any such notice of resignationAgent resigns under this Agreement, the Required Lenders willLenders, with the prior written consent of the Borrower (Borrower, which consent shall not be unreasonably withheld), shall appoint from among the Lenders a successor agent for the Lenders which successor agent shall be approved by the Borrower. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent (provided that with the consent of the Borrower's , which consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodunreasonably withheld, then the retiring Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article Section 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent agent has accepted appointment as Agent by the thirtieth (30th) day date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinaboveabove. The retiring Agent shall refund to Borrower that portion of any agency fee paid to such Agent as is not earned due to such Agent’s resignation, prorated to the date of such Agent’s resignation.

Successor Agent. The Agent may resign at any time by giving ten (10) as Agent upon 30 days' prior written ’ notice to the Borrower Lenders and the LendersBorrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. Upon any In the event the GECC sells all of its Commitment and Loans as part of a sale, transfer or other disposition by GECC of substantially all of its loan portfolio, GECC shall resign as Agent and such notice of resignationpurchaser or transferee shall become the successor Agent hereunder. If the Agent resigns under this Agreement, subject to the proviso in the preceding sentence, the Required Majority Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be reasonably satisfactory to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrower, appoint a successor Agent agent from among the Lenders, which successor agent shall be reasonably satisfactory to the Borrower. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article Section 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent (i) may resign at any time as Agent or (ii) shall resign if such resignation is required by Section 4.04(b) [Replacement of a Bank], in either case of (i) or (ii) by giving ten not less than thirty (1030) days' ’ prior written notice to the Borrower and Borrowers. If the Lenders. Upon any such notice of resignationAgent shall resign under this Agreement, then either (a) the Required Lenders will, with the prior written consent of the Borrower (which consent Banks shall not be unreasonably withheld), appoint from among the Lenders Banks a successor agent for the Banks, subject to the Agent consent of the Borrowers, such consent not to be unreasonably withheld, or (provided that the Borrower's consent b) if a successor agent shall not be required in so appointed and approved within the event a Default or Event thirty (30) day period following the Agent’s notice to the Banks of Default shall have occurred and be continuing). If no successor to its resignation, then the Agent shall have been so appointed by appoint, with the consent of the Borrowers, such consent not to be unreasonably withheld, a successor agent who shall serve as Agent until such time as the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders Banks appoint and the Borrower, appoint Borrowers consent to the appointment of a successor Agent from among the Lendersagent. Upon the acceptance of any its appointment as Agent by a successor Agentpursuant to either clause (a) or (b) above, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, and the retiring term “Agent” shall mean such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documentspart of such former Agent or any of the parties to this Agreement. After the resignation of any retiring Agent's resignation as AgentAgent hereunder, the provisions of this Article ARTICLE IX shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was Agent. If no successor to the an Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. (a) The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower and may be removed at any time with cause by the Majority Lenders; provided, however, the Agent may not resign or be removed until (i) a successor Agent has been appointed and shall have accepted such appointment and (ii) the successor Agent has assumed all responsibility for issuance of the Letters of Credit and the successor Agent has assumed in the place and stead of the Agent all existing liability under outstanding Letters of Credit. The transactions described in the immediately preceding sentence shall be accomplished pursuant to written agreements reasonably satisfactory to the Agent and the successor Agent. Upon any such notice of resignationresignation or removal, the Required Majority Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within such ten-day periodthirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among Agent, which shall be a bank that maintains an office in the Lenders. United States, or a commercial bank organized under the laws of the United States of America or any State thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $100,000,000. (b) Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the an Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Each Agent may resign at any time as Agent under the Loan Documents by giving ten (10) at least 30 days' prior written notice thereof to the Borrower Lenders and the LendersCompany. In the event of a material breach of its duties hereunder, an Agent may be removed as Agent under the Loan Documents at any time by the Requisite Lenders upon 30-days' prior notice. Upon any such notice of resignationresignation or removal, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (which appointment shall, provided that the Borrower's consent shall not be required in the event a no Default or Event of Default shall have occurred and be continuing, be subject to the Company's approval, which approval shall not be unreasonably withheld or delayed (except that Company shall, in all events, be deemed to have approved each Lender as a successor Agent). If no successor to the Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within such ten-day periodthirty days after the resigning Agent's giving of notice of resignation or the Requisite Lenders' removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit DocumentsLoan Documents arising or accruing thereafter. After any retiring resigning Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may resign give written notice of resignation at any time by giving ten (10) days' prior written notice to the Lenders and Borrower and may be removed at any time with cause by the Majority Lenders. Upon any such notice of resignationresignation or removal, the Required Majority Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after Agent's giving of notice of resignation or the Majority Lenders' removal of Agent, then the retiring Agent may, may on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among Agent, which shall be (a) a Lender or (b) another bank organized under the Lenderslaws of the United States or of any state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. Until the other Credit Documentsacceptance by such a successor Agent, the retiring Agent shall continue as "Agent" hereunder. After Notwithstanding any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no Any company into which Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to Agent without the Agent has accepted appointment as Agent by execution or filing of any paper or further act, anything herein to the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovecontrary notwithstanding.

Successor Agent. The Agent may resign at any time by giving ten thirty (1030) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such tenthirty-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written as Agent upon 45 days notice to the Borrower Lenders (or such shorter period agreed to by the Agent and the Required Lenders). Upon any such notice of resignationIf Agent resigns under this Agreement, the Required Lenders will, (with the prior written consent of the Borrower (Borrower’s approval which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or as long as an Event of Default shall not have occurred and then be continuing)) shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and the Borrower, appoint replace Agent with a successor Agent from among the Lenders. Upon In any such event, upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term “Agent, ” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following effective date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveabove.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (Agent; provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Collateral Agent may resign as Collateral Agent at any time by giving ten upon thirty (1030) days' ’ prior written notice to the Borrower Buyers and the LendersCompany. Upon any such notice of resignationIf the Collateral Agent resigns, the Required Lenders willHolders shall, with the prior written consent of the Borrower (Company in the absence of any Event of Default, which consent shall not be unreasonably withheld), conditioned or delayed, appoint from among the Lenders Buyers a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)collateral agent. If no successor collateral agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the Collateral Agent, the resigning Collateral Agent may appoint, after consulting with the Lenders and Buyers and, so long as no Event of Default then exists, the BorrowerCompany, appoint a as successor Agent from among the Lenderscollateral agent. Upon the acceptance of any its appointment as successor Collateral Agent by a successor Agenthereunder, such successor Agent collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring requiring Collateral Agent and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Collateral Agent's ’s resignation as Agenthereunder, the provisions of this Article Section (9) and Section (10)(h) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent. If no successor to the Agent collateral agent has accepted appointment as Collateral Agent by the thirtieth date which is thirty (30th30) day days following a retiring Collateral Agent's ’s notice of resignation, the retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders Required Holders shall thereafter perform all of the duties of the Collateral Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders Holders appoint a successor Agent collateral agent as provided for hereinabovehereinabove provided.

Successor Agent. The Agent may resign at any time by giving as Agent upon ten (10) days' prior written ’ notice to the Borrower and the Lenders. Upon any such notice of resignationIf Agent resigns under this Agreement, the Required all Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders (or the affiliates thereof) a successor Agent for the Lenders, which successor Agent shall (unless an Event of Default has occurred and is continuing) be subject to the Agent approval of Borrower (provided that the Borrower's consent which approval shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor Agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of Agent, Agent may appoint, after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersLenders (or the affiliates thereof). Upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, the Person acting as such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the respective term “Agent, ” means such successor Agent and the retiring Agent Agent’s appointment, powers and duties in, such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations hereunder and under the other Credit Documentsbehalf. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article 9 and Section 2.7 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent has accepted appointment as Agent by the thirtieth date ten (30th10) day days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinaboveabove.

Successor Agent. The Agent may resign at any time by giving ten (10) days' ’ prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's ’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's ’s resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders and Borrowers, subject to appointment of a successor Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the Agent may be removed for cause by all of the Lenders (other than the Agent, if the Agent is then a Lender), or in the absence of an Event of Default, the Borrowers may request the Agent’s resignation pursuant to Section 10.8(b) hereof, if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days' ’ prior written notice of removal or resignation is provided to the Borrower Agent and the Borrowers (or Lenders, if applicable). Upon any such notice of resignationresignation or removal, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent mayshall, on behalf of the Lenders Lenders, immediately appoint, as its successor, another Lender; provided that such Lender is a commercial bank or trust company organized under the laws of the United States of America or any State thereof and after consulting with has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($500,000,000.00). In such event, the Lenders and Agent’s resignation or removal shall not be effective until the Borrower, appoint a successor Agent from among the Lendersshall have accepted its appointment. Upon the acceptance of any appointment as Agent by a successor AgentAgent of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the retiring former Agent, and without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Agent and payment of all amounts then due and payable by the Agent to the Lenders pursuant to this Agreement, such Agent shall be discharged from its duties under this Agreement and obligations hereunder and under the other Credit Loan Documents. After If for any retiring Agent's resignation as Agentreason, at any time, there is no Agent hereunder, then during such period, the provisions of this Article Required Lenders shall inure have the right to exercise the Agent’s rights and perform its benefit as to any actions taken duties hereunder, except that (i) all notices or omitted other communications required or permitted to be taken by it while it was Agent. If no successor given to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effectivebe given to each Lender, and the Lenders shall thereafter perform (ii) all of the duties of payments to be made to the Agent hereunder and under shall be made directly to the other Credit Documents until Borrowers or the Lender for whose account such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovepayment is made.

Successor Agent. The Any Agent may resign at any time by giving ten (10) days' days prior written notice thereof to the Borrower Lenders and the Company, effective upon the expiration of such ten (10) days, and any Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders will, with shall have the prior written consent right to appoint on behalf of the Borrower Lenders a successor Agent which successor Agent shall, absent the occurrence and continuance of a Default or Unmatured Default, be consented to by the Company (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodten (10) days after the retiring Agent's giving notice of resignation, then the retiring Agent may, may appoint on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among which successor Agent shall, absent the Lendersoccurrence and continuance of a Default or Unmatured Default, be acceptable to the Company. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its any further duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment acting as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time by giving ten at least thirty (1030) days' Business Days’ prior written notice to the Administrative Borrower and each Lender. Such resignation shall take effect upon the Lenders. acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among who, in the Lendersabsence of a continuing Event of Default, shall be reasonably satisfactory to the Borrowers; provided, however, ▇▇▇▇▇ Fargo Retail shall be deemed satisfactory to the Borrowers. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After any retiring the Agent's ’s resignation hereunder as the 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 Agent. If no successor to the Agent has accepted appointment as under this Agreement and the other Loan Documents. (c) If a successor Agent by the thirtieth shall not have been so appointed within said thirty (30th30) day following a retiring Agent's notice of resignationBusiness Day period, the retiring Agent's resignation Agent shall nevertheless thereupon become effectivethen appoint a successor Agent who, and if an Event of Default is not continuing, shall be reasonably satisfactory to the Lenders Borrowers, who shall thereafter perform all of the duties of serve as the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveabove.

Successor Agent. (a) The Agent may resign at any time by giving ten as Agent upon thirty (1030) days' prior written ’ notice to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignationIf the Agent shall resign as Agent, then the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to written approval by the Agent Borrower Representative (provided that which approval shall not be unreasonably withheld or delayed if such successor is a commercial bank with a combined capital and surplus of at least $5.0 billion and otherwise may be withheld in the Borrower's consent Borrower Representative’s sole discretion, which approval shall not be required in during the event continuance of a Default or Specified Event of Default Default), whereupon such successor agent shall have occurred succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be continuing)terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor to the Agent shall have agent has been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day date that is 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter assume and perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders Lenders, subject to written approval by the Borrower Representative (which approval shall not be unreasonably withheld or delayed), appoint a successor Agent agent as provided for hereinaboveabove (except that in the case of any collateral security held by the Agent under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed). After any retiring Agent’s resignation as Agent, the provisions of this Section VIII and of Section 9.5 shall continue to inure to its benefit.

Successor Agent. The Agent may resign at any time by giving ten upon sixty (1060) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, The Agent may be removed with or without cause by the Required Lenders will(and, so long as no Default or Event of Default has occurred and is continuing, with the prior written consent of the Borrower (Borrower, which consent shall not be unreasonably withheld), at any time upon sixty (60) days' prior written notice to the Borrower and the Agent. Such resignation or removal, as the case may be, shall take effect upon the appointment of a successor Agent as provided hereinbelow. Upon any such notice of resignation or removal (and, in the case of removal, upon the consent of the Borrower, if required as provided hereinabove), the Required Lenders (so long as no Default or Event of Default has occurred and is continuing, with the consent of the Borrower, which consent shall not be unreasonably withheld) will appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such tensixty-day period, then the retiring Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent agent from among the Lenders, who shall serve as Agent until such time, if any, as the Required Lenders shall have appointed a successor Agent as provided hereinabove. Upon the written acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign If at any time by giving ten (10) days' prior the Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice of its resignation as Agent under the Loan Documents, such resignation to be effective upon the Borrower earlier of (i) the written acceptance of the duties of the Agent under the Loan Documents by a successor Agent and (ii) on the Lenders30th day after the date of such notice. Upon any such notice of resignation, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within such ten-day period30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent, which successor Agent from among shall be a commercial bank organized under the Lenderslaws of the United States or any State thereof and having a combined capital, surplus, and undivided profits of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents shall be discharged from its duties and obligations hereunder and under terminated. The Borrower, the other Credit DocumentsParties and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation as Agent, the provisions of this Article the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was AgentAgent under the Loan Documents. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following at any time there shall not be a retiring duly appointed and acting Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, Borrower agrees to make each payment due under the Loan Documents directly and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until entitled thereto during such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign at any time as Agent by giving ten not less than thirty (1030) days' ’ prior written notice to the Borrower and the Lenders. Upon any such notice of resignationIf the Agent shall resign under this Agreement, then either (a) the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for the Lenders, subject to the consent of the Borrower, such consent not to be unreasonably withheld, or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Agent’s notice to the Lenders of its resignation, then the Agent (provided shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld, a successor agent who shall serve as Agent until such time as the Required Lenders appoint and the Borrower consents to the appointment of a successor agent, provided, that the Borrower's consent of the Borrower shall not be required in the event a Default or if any Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lendersexists. Upon the acceptance of any its appointment as Agent by a successor Agentpursuant to either clause (a) or (b) above, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, and the retiring term “Agent” means such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documentspart of such former Agent or any of the parties to this Agreement. After the resignation of any retiring Agent's resignation as AgentAgent hereunder, the provisions of this Article XII shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was Agent. If no successor to the an Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The (a) Agent may may, upon five (5) Business Days’ notice to Lenders and Borrowers, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this subsection 13.9 by giving ten (10) days' prior written notice thereof to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignation, Requisite Lenders shall have the Required Lenders willright, with upon five (5) days’ notice, to appoint a successor Agent, which is an Eligible Assignee, subject to the prior written consent of the Borrower Borrowers (which consent shall will not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor to the Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment appointment, within such ten-day periodthirty (30) days after the retiring Agent’s giving of notice of resignation, then then, upon five (5) days’ notice, the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among Agent, which shall be a bank or a trust company or other financial institution which maintains an office in the Lenders. United States, or a commercial bank organized under the laws of the United States of America or of any State thereof, or any affiliate of such bank or trust company or other financial institution which is an Eligible Assignee, subject to the consent of the Borrowers (which consent will not be unreasonably withheld or delayed). (b) Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, obligations and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the an Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may resign at any time as agent hereunder by giving ten not fewer than thirty (1030) days' days prior written notice to the Administrative Borrower and the Lenders. Upon any such notice of resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders will, shall appoint from among the Lenders a successor agent for the Lenders (with the prior written consent of the Administrative Borrower (so long as an Event of Default does not exist and which consent shall not be unreasonably withheld), appoint from among the Lenders or (b) if a successor to the Agent (provided that the Borrower's consent agent shall not be required in so appointed and approved within the event thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a Default or Event of Default successor agent that shall have occurred and be continuing)serve as agent until such time as the Required Lenders appoint a successor agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have agent has accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders (or other appropriate holders of the Secured Obligations) shall assume and perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agentagent as provided for above. Upon its appointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agentas agent, and the retiring Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documentspart of such former agent or any of the parties to this Agreement. After any retiring Agent's ’s resignation as 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may resign at any time by giving ten thirty (1030) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, resignation and with the prior written consent of the Borrower (Borrower, which consent shall not be unreasonably withheld), the Required Lenders will appoint prior to the effectiveness of the retiring Agent's resignation from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day thirty (30)-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written as Agent upon 45 days notice to the Borrower and the Lenders. Upon any Lenders (unless such notice of resignationis waived by the Required ▇▇▇▇▇▇▇) and Borrower. If Agent resigns under this Agreement, the Required ▇▇▇▇▇▇▇ shall appoint a successor Agent for the Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)▇▇▇▇▇▇▇▇, appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or so long as no Event of Default shall have occurred and be continuing), which consent shall not be unreasonably withheld. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodappoint, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower▇▇▇▇▇▇▇▇, appoint a successor Agent from among the Lenders. Upon If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with the consent of Borrower so long as no Event of Default shall have occurred and be continuing, which consent shall not be unreasonably withheld. In any such event, upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent, " shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may resign at any time by giving ten as Agent upon thirty (1030) days' prior written ’ notice to the Borrower Lenders, the Issuing Bank and the LendersBorrower. Upon any such notice of resignationIf the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required Lenders will, shall appoint (with the prior written consent approval of the Borrower Borrower, such approval (which consent shall i) not to be unreasonably withheld), appoint from among the Lenders a successor delayed or conditioned and not to the Agent (provided that the Borrower's consent shall not be required in the event a Default or if an Event of Default shall have occurred and be continuing). If no successor continuing and (ii) shall automatically be deemed to the Agent shall have been so appointed granted to any such assignment unless the Borrower shall object thereto by the Required Lenders and shall have accepted such appointment written notice to Agent within such ten-day period, then the retiring Agent may, on behalf of 5 Business Days after having received notice thereof) from among the Lenders and after consulting with a successor agent for the Lenders and the BorrowerIssuing Bank, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, whereupon such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, effective upon its appointment, and the retiring former Agent’s rights, powers and duties as Agent shall be discharged from its duties terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of any of the Obligations. Notice of such appointment shall be given by such successor agent to the Borrower, the Issuing Bank and obligations hereunder and under the other Credit Documentseach Lender. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on such thirtieth (30th) day. After any retiring Agent's ’s resignation as Agent, the provisions of this Article Section shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Each Agent may resign as such at any time by giving ten (10) upon at least 30 days' ’ prior written notice to the Borrower Lenders, the Issuing Bank and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right, with the prior written consent of the Borrower (which consent shall not to be unreasonably withheldwithheld or delayed), to appoint a successor Agent from among the Lenders a successor to the Agent (provided Lenders; provided, that the Borrower's no consent of Borrower shall not be required in the event a Default or if an Event of Default shall have has occurred and be is continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuing Bank, appoint a successor Agent from among with the Lendersconsent of Borrower (not to be unreasonably withheld), which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided, that no consent of Borrower shall be required if an Event of Default has occurred and is continuing; provided, further that if such retiring Agent 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 Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder hereunder. 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 under the other Credit Documentssuch successor. After any retiring an Agent's ’s resignation as Agenthereunder, the provisions of this Article X and Section 11.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign at any time by giving ten thirty --------------- (1030) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent -------- shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such tenthirty-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. (a) The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Banks and the Borrower and may be removed at any time with or without cause by the LendersRequired Banks. Upon any such notice of resignationresignation or removal, the Required Lenders will, with Banks shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall which, if such successor Agent is not be required in the event a Default or Bank and no Event of Default shall have occurred and is continuing, is approved by the Borrower (which approval will not be continuingunreasonably withheld). If no successor to the Agent shall have been so appointed by the Required Lenders Banks (and, if not a Bank, approved by the Borrower), and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent’s giving of notice of resignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerBanks, appoint a successor Agent from among Agent, which shall be a commercial bank organized or licensed under the Lenderslaws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. (b) Any resignation by Citi as Agent pursuant to this Section 7.08 shall also constitute its resignation as the Swingline Bank and as an Issuing Bank. If no successor to Upon the Agent has accepted acceptance of a successor’s appointment as Agent by the thirtieth hereunder, (30thi) day following a retiring Agent's notice of resignation, the retiring Agent's resignation such successor shall nevertheless thereupon succeed to and become effective, and the Lenders shall thereafter perform vested with all of the rights, powers, privileges and duties of the Agent retiring Swingline Bank, and (ii) the retiring Swingline Bank shall be discharged from all of its duties and obligations hereunder and or under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may resign at any time as agent hereunder by giving ten not fewer than thirty (1030) days' days prior written notice to the Borrower and the Lenders. Upon any such notice of resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders will, shall appoint from among the Lenders a successor agent for the Lenders (with the prior written consent of the Borrower (so long as an Event of Default does not exist and which consent shall not be unreasonably withheld), appoint from among the Lenders or (b) if a successor to the Agent (provided that the Borrower's consent agent shall not be required in so appointed and approved within the event thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a Default or Event of Default successor agent that shall have occurred and be continuing)serve as agent until such time as the Required Lenders appoint a successor agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have agent has accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agentagent as provided for above. Upon its appointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agentas agent, and the retiring Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documentspart of such former agent or any of the parties to this Agreement. After any retiring Agent's ’s resignation as 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 10.9) by giving ten (10) days' prior written notice thereof to the Borrower Lenders and the LendersBorrower. Such resignation of the Agent shall also operate as a resignation of Bankers Trust Company as Issuing Bank. Upon any such notice of resignation, the Required Majority Lenders willshall have the right, with the prior written consent of upon five (5) days' notice and approval by the Borrower (which consent approval shall not be unreasonably withheld), to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent which shall not be required in the event a Default or Event of Default shall have occurred and be continuing)also serve as successor Issuing Bank. If no successor to the Agent (i) shall have been so appointed by the Required Lenders Majority Lenders, and (ii) shall have accepted such appointment appointment, within such ten-day periodthirty (30) days after the retiring Agent's giving of notice of resignation, then then, upon five (5) days' notice, the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the Lenders. Agent, which shall also serve as successor Issuing Bank. (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other this Credit DocumentsAgreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Credit Agreement. (c) In the event of a material breach by the Agent of its duties hereunder, the Agent may be removed by the Majority Lenders (other than the Agent in its individual capacity and without giving effect to any Revolving Loans or Commitments made by the Agent in its individual capacity) for cause and the provisions of this Section 10.9 shall apply to the appointment of a successor Agent. If no successor to the Agent has accepted appointment Removal of BT Commercial Corporation as Agent by the thirtieth (30th) day following shall also operate as a retiring Agent's notice removal of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, Bankers Trust Company as the Required Lenders appoint a successor Agent as provided for hereinaboveIssuing Bank.

Successor Agent. The Each Agent may resign at any time by giving ten (10) upon 30 days' prior written ’ notice to the Purchasers and Borrower. If the Administrative Agent is not performing its role hereunder as Administrative Agent, the Administrative Agent may be removed as the Administrative Agent hereunder at the request of the Borrower and the LendersRequired Purchasers. Upon receipt of any such notice of resignationresignation or upon such removal, the Required Lenders willPurchasers shall have the right, with the prior written Borrower’s consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or unless an Event of Default shall have under Section 5.4(a), (e), (g) or (h) has occurred and be is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor to the Agent shall have been so appointed by the Required Lenders Purchasers and shall have accepted such appointment within such ten-day period30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may, may (but shall not be obligated to) on behalf of the Lenders Purchasers, appoint a successor Agent, which shall be an Approved Bank with an office in New York, New York, or an Affiliate of any such Approved Bank; provided that if no successor shall have been so appointed, such retiring Agent’s resignation should nonetheless become effective on the Resignation Effective Date. If the Person serving as an Agent is not performing its role hereunder as such Agent, the Required Purchasers and after consulting the Borrower may, to the extent permitted by applicable law, by notice in writing to such Person remove such Person as Agent and, with the Lenders and consent of the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agentsuccessor. If no such successor to the Agent has accepted appointment as Agent shall have been so appointed by the thirtieth Required Purchasers and shall have accepted such appointment within 30 days (30th) day following a retiring Agent's the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice of resignation, on the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveRemoval Effective Date.

Successor Agent. The Agent may resign give written notice of resignation at any time by giving ten (10) days' prior written notice to the Lenders and Borrower and may be removed at any time with cause by the Majority Lenders. Upon any such notice of resignationresignation or removal, the Required Majority Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among Agent, which shall be a bank organized under the Lenderslaws of the United States or of any state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement. Until the other Credit Documentsacceptance by such a successor Agent, the retiring Agent shall continue as "Agent" hereunder. After Notwithstanding any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no Any company into which Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or, with Borrower's consent, any company to which Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to Agent without the Agent has accepted appointment as Agent by execution or filing of any paper or further act, anything herein to the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovecontrary notwithstanding.

Successor Agent. The Agent may resign may, at any time by giving ten (10) days' prior time, resign upon 30 days written notice to the Borrower Lenders and the LendersBorrower. Upon any such resignation, the Borrower with the consent of the Required Lenders (such consent of the Required Lenders not to be unreasonably withheld or delayed) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the notice of resignation, then the Required Lenders will, retiring Agent shall in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Borrower, appoint from among the Lenders select a successor to the Agent provided such successor is a Lender hereunder or qualifies as an Eligible Assignee (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If if no successor to the Agent Eligible Assignee shall have been so appointed by the Required retiring Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Agent hereunder until such time, if any, as a successor Agent shall have been appointed and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lendersas provided for above). Upon the acceptance of any appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder as Agent, as appropriate, under this Credit Agreement and under the other Credit Documents. After any retiring Agent's resignation as Agent, Documents and the provisions of this Article Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no Agent under this Credit Agreement; provided, if such successor to Agent shall have been appointed without the consent of the Borrower, such successor Agent has accepted appointment as Agent may be replaced by the thirtieth (30th) day following a retiring Agent's notice Borrower with the consent of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent so long as provided for hereinaboveno Event of Default has occurred and is continuing.

Successor Agent. The Agent may resign at any time as agent hereunder by giving ten not fewer than thirty (1030) days' days prior written notice to the Borrower and the Lenders. Upon any such notice of resignationIf Agent shall resign under this Agreement, then either (a) the Required Lenders will, shall appoint from among the Lenders a successor agent for the Lenders (with the prior written consent of the Borrower (so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld), appoint from among the Lenders or (b) if a successor to the Agent (provided that the Borrower's consent agent shall not be required in so appointed and approved within the event thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a Default or Event of Default successor agent that shall have occurred and be continuing)serve as agent until such time as the Required Lenders appoint a successor agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have agent has accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agentagent as provided for above. Upon its appointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agentas agent, and the retiring Agent term “Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documentspart of such former agent or any of the parties to this Agreement. After any retiring Agent's ’s resignation as 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 Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may (a) resign at any time as Agent under the Loan Documents by giving ten written notice thereof to the Lenders and the Borrower or (10b) be removed as Agent by all of the Lenders and the Borrower upon 30 days' ’ prior written notice if the Agent is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the Borrower and the Lenderscourse of performing its duties hereunder. Upon any such notice of resignationresignation or removal, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (which appointment shall, provided that the Borrower's consent shall not be required in the event a no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have occurred approved each Lender and be continuingany of its Affiliates as a successor Agent). If no successor to the Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such ten-day period30 days after the current Agent’s giving of notice of resignation or giving of notice of removal of the Agent, then the retiring current Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Agent shall notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the Agent shall be discharged from among its duties and obligations hereunder and under the Lendersother Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made to each Lender directly, until such time as a successor Agent has been appointed as provided for above in this Section; provided, further that such Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Agent as if each such Lender were itself the Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Agent, and the retiring current Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under the Loan Documents. If no successor Notwithstanding anything contained herein to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignationcontrary, the retiring Agent's resignation shall nevertheless thereupon become effective, Agent may assign its rights and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Loan Documents until such time, if any, as to any of its Affiliates by giving the Required Lenders appoint a successor Agent as provided for hereinaboveBorrower and each Lender prior written notice.

Successor Agent. The Agent may resign at any time by giving ten thirty (1030) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such tenthirty-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. (a) The Agent may resign at any time by giving ten (10) as Agent upon 30 days' prior written ’ notice to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignationIf the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required L/C Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Agent Borrowers (provided that the Borrower's consent which approval shall not be required in unreasonably withheld or delayed). If no successor agent is appointed prior to the event a Default or effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Required L/C Lenders and the Borrowers (unless an Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of Reimbursement Obligations. If no successor agent has accepted appointment as Agent by the date that is 30 days following a successor retiring Agent’s notice of resignation, such successor Agent the retiring Agent’s resignation shall nevertheless thereupon succeed to become effective, and become vested with the Lenders shall assume and perform all of the rights, powers, privileges and duties of the retiring AgentAgent hereunder, and until such time, if any, as the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit DocumentsRequired L/C Lenders appoint a successor agent as provided for above. After any retiring Agent's ’s resignation as Agent, the provisions of this Article VIII and Sections 9.04, 9.09, 9.11 and 9.12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Each of the Administrative Agent and the Collateral Agent may voluntarily resign as administrative agent or collateral agent, as applicable, at any time by giving ten (10) days' Business Days’ prior written notice thereof to the other Agent, the Administrative Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Collateral Agent, as applicable. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersLenders or from among those financial institutions who regularly provide such services in the New York financial markets. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent and the retiring Agent shall promptly (i) transfer to such successor Agent all sums, securities and other items of collateral (if any) held by it under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, and (ii) execute and deliver to such successor Agent such documents, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the rights and benefits under the Loan Documents, whereupon such retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovehereunder.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving ten (10) 30 days' prior written notice (the "Resignation Notice") thereof to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower. The Majority Lenders, with the consent of the Borrower, provided no Event of Default is subsisting, such consent not to be unreasonably withheld, will forthwith upon receipt of the Resignation Notice appoint a successor Agent from among agent (the Lenders"Successor Agent") to assume the duties hereunder of the resigning Agent. Upon the acceptance of any appointment as Agent agent hereunder by a successor Successor Agent, such successor Successor Agent shall will thereupon succeed to and become vested with all the rights, powers, privileges and duties as agent under the Documents of the retiring resigning Agent. Upon such acceptance, and the retiring resigning Agent shall will be discharged from its further duties and obligations hereunder and as agent under the other Credit Documents, but any such resignation will not affect such resigning Agent's obligations hereunder as a Lender, including for its Rateable Portion of the Commitment Amount. After any retiring Agent's the resignation of the Agent as Agentagent hereunder, the provisions of this Article shall inure 21 will continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was Agentthe agent of the Lenders hereunder. If no successor Notwithstanding the foregoing, if the Majority Lenders fail to appoint a Successor Agent within 30 days of receipt of the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignationResignation Notice, the retiring Agent's resignation shall nevertheless thereupon become effectiveresigning Agent may appoint a Successor Agent from among the Lenders, and with the Lenders shall thereafter perform all consent of the duties Borrower, provided no Event of the Agent hereunder and under the other Credit Documents until Default is subsisting, such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveconsent not to be unreasonably withheld.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving ten written notice thereof to the Lenders and the Borrowers. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (10other than the Lender then acting as Agent) upon 30-days' ’ prior written notice to the Borrower and the LendersAgent. Upon any such notice of resignationresignation or removal, the Required Lenders will(other than the Lender then acting as Agent, with in the prior written consent case of the Borrower (which consent removal of the Agent under the immediately preceding sentence) shall not be unreasonably withheld), have the right to appoint from among the Lenders a successor to the Agent (which appointment shall, provided that the Borrower's consent shall not be required in the event a no Default or Event of Default exists, be subject to the Borrowers’ approval, which approval shall not be unreasonably withheld or delayed (except that the Borrowers shall, in all events, be deemed to have occurred approved each Lender and be continuingits affiliates as a successor Agent). If no successor to the Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such ten-day period30 days after the resigning Agent’s giving of notice of resignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving ten (10) 45 days' prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall, with after soliciting the prior written consent views of the Borrower, have the right to appoint another Lender as a successor agent (the "Successor Agent") approved by the Borrower (which consent shall such approval not to be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent mayshall, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Successor Agent from among who shall be a Lender approved by the LendersBorrower (such approval not to be unreasonably withheld). Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunder and as Agent under the other Credit Documentsthis Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovehereunder.

Successor Agent. The Agent may may, and at the request of the Requisite Lenders shall, resign at any time by giving ten (10) as Agent upon 30 days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignationIf Agent resigns under this Agreement, the Required Requisite Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the for Lenders which successor Agent shall be approved by Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor Agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of Agent, Agent may appoint, after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor Agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article Section 9 and Sections 10.03 and 10.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Requisite Lenders appoint a successor Agent agent as provided for hereinaboveabove. Notwithstanding the foregoing, however, no Agent which is also the Letter of Credit Issuer or Swing Line Lender may be removed as Agent at the request of the Requisite Lenders unless such Agent shall also simultaneously be replaced as "Letter of Credit Issuer" and "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Agent.

Successor Agent. The Any Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof; provided, further, that in no event shall any such successor Administrative Agent be a Defaulting Lender. Upon any such notice of resignationresignation or removal, the Required Majority Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent, which in the case of the Administrative Agent from among shall be a commercial bank organized under the Lenderslaws of Argentina or the Bahamas. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, mortgages, agreements, or amendments thereto, or other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. If within 90 days after written notice is given of the retiring Agent’s resignation or removal under this Section 10.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (c) the Majority Lenders shall thereafter perform all duties of the retiring Agent under the Credit Documents until such time, if any, as the Majority Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under the Credit Documents. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor to the Agent has accepted appointment as Agent shall have been so appointed by the thirtieth Majority Lenders and shall have accepted such appointment within 30 days (30thor such earlier day as shall be agreed by the Majority Lenders) day following a retiring Agent's (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice of resignation, on the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveRemoval Effective Date.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving ten (10) days' prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (which appointment shall, provided that the Borrower's consent shall not be required in the event a no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have occurred approved each Lender and be continuingits affiliates as a successor Agent). If no successor to the Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such ten-day period30 days after the resigning Agent’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other Credit Documentsarrangements satisfactory to the current Agent, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may resign at any time as Agent under the Financing Documents by giving ten (10) days' prior written notice thereof to the Lenders, the Issuers, the Swing Line Lender and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders will, shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which Borrower, such consent shall not to be unreasonably withheld), appoint from among the Lenders a successor to the Agent withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default Borrower shall have occurred no consent right upon the occurrence and be continuingduring the continuance of a Matured Default). If no successor to the Agent shall have been so appointed by the Required Lenders and or shall have accepted such appointment within such ten-day periodsixty (60) days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the Agent, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuers, appoint a successor Agent from among with the LendersBorrower’s prior written consent, such consent not to be unreasonably withheld (provided that the Borrower shall have no consent right upon the occurrence and during the continuance of a Matured Default), which shall be a bank or other financial institution having a combined capital and surplus of at least $500,000,000 or its equivalent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent shall reasonably request and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any the retiring Agent's ’s resignation or removal as Agent, the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may resign at any time by giving ten as administrative agent under this Agreement and the other Loan Documents upon thirty (1030) days' prior ’ notice to Lenders and Borrower; provided, that for so long as SLG is a Lender hereunder, SLG, or an Affiliate thereof, shall be the Agent hereunder unless an Event of Default then exists, in which case SLG need not remain as Agent. The Lenders (which for the purposes thereof, shall not include the pro rata interest of the Lender then serving as Agent) may, upon reasonable written notice to the Borrower Agent and Borrower, elect to remove Agent if it is determined in a final, non-appealable judgment by a court of competent jurisdiction that Agent has engaged in gross negligence or willful misconduct. If Agent shall resign as administrative agent under this Agreement and the Lendersother Loan Documents or if the Lenders shall elect to remove Agent for cause as aforesaid, then, subject to the following sentence, the Lenders shall appoint from among the Lenders (or an Affiliate of any Lender) a successor Agent (with the consent of such successor Agent and notice to Borrower) for Lender, whereupon such successor Agent shall succeed to the rights, powers and duties of Agent, and the term “Agent” shall mean such successor Agent effective upon such appointment, consent and notice, and Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loan. Upon any such If no successor Agent has accepted appointment as administrative agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation, the Required retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders will, with the prior written consent shall assume and perform all of the Borrower (which consent shall not be unreasonably withheld)duties of Agent hereunder until such time, appoint from among if any, as the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsprovided for above. After any retiring Agent's ’s resignation hereunder as AgentAgent or removal for cause as aforesaid upon the election of the Lenders, the provisions of this Article the Loan Documents shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving ten (10) 45 days' ’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall, with after soliciting the prior written consent views of the Borrower, have the right to appoint another Lender as a successor agent (the “Successor Agent”) approved by the Borrower (which consent shall such approval not to be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent mayshall, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Successor Agent from among who shall be a Lender approved by the LendersBorrower (such approval not to be unreasonably withheld). Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunder and as Agent under the other Credit Documentsthis Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovehereunder.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving ten (10) days' prior written notice thereof to the Borrower Lenders and the LendersBorrower. In the event of a material breach of its duties hereunder, the Agent may be removed as Agent under the Loan Documents at any time by the Requisite Lenders upon 30-day's prior notice. Upon any such notice of resignationresignation or removal, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (which appointment shall, provided that the Borrower's consent shall not be required in the event a no Default or Event of Default shall have occurred and be continuing, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved each Lender as a successor Agent). If no successor to the Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within such ten-day period30 days after the resigning Agent's giving of notice of resignation or the Requisite Lenders' removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring resigning Agent's resignation or removal hereunder as Agent, the provisions of this Article XII. shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The Person then acting as the Agent may resign at any time by giving ten as Agent upon thirty (1030) days' ’ prior written notice to the Borrower Lenders and the Lendersto Borrower. Upon any If such notice of resignationPerson shall resign as Agent under this Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for the Lenders which appointment shall, so long as no Event of Default has occurred and is continuing, be subject to the Agent approval of the Borrower (provided that the Borrower's consent which approval shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and after consulting with resignation of the Lenders and Agent, the Borrower, Agent may thereupon appoint a successor Agent agent from among the LendersLenders reasonably acceptable to Borrower. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent agent has accepted appointment as Agent by the thirtieth date which is thirty (30th30) day days following a retiring Agent's ’s notice of resignationresignation (or, if later, ten (10) days after the date upon which the Agent designates a successor agent), the retiring Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinaboveabove.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign at any time by giving ten (10) as Agent upon 30 days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignationIf the Agent resigns under this Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to agent for the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Lenders. If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrower, appoint a successor Agent agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article ARTICLE X and SECTIONS 11.4 and 11.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent agent has accepted appointment as Agent by the thirtieth (30th) day date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinabove.above. Any successor agent shall have a market capitalization equal to or greater than $500,000,000. Notwithstanding the foregoing, however, BofA may not be removed as the Agent at the request of the Required Lenders unless BofA shall also simultaneously be replaced as "Issuing Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to BofA.

Successor Agent. The Agent may resign at any time by giving as Agent upon 30 days (ten (10days if an Event of Default has occurred and is continuing) days' prior written notice to the Borrower and the Lenders. Upon any Lenders (unless such notice of resignation, is waived by the Required Lenders will, with the prior written consent of the Lenders) and Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a unless such notice is waived by Borrower or an Unmatured Event of Default or Event of Default shall have has occurred and be is continuing). If no successor to the Agent shall have been so appointed by resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and shall have accepted is continuing) the consent of Borrower (such appointment within such ten-day periodconsent not to be unreasonably withheld, then delayed, or conditioned), appoint a successor Agent for the retiring Lenders. If no successor Agent may, on behalf is appointed prior to the effective date of the Lenders and resignation of Agent, Agent may appoint, after consulting with the Lenders and ▇▇▇▇▇▇▇▇, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Borrower, appoint Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the LendersLenders with (so long as no Event of Default has occurred and s continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). Upon In any such event, upon the acceptance of any its appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign at any time by giving ten (10) as the Agent upon 30 days' prior written notice to the Borrower Lenders and the LendersLoan Parties, such resignation to be effective upon the acceptance of a successor agent to its appointment as the Agent. Upon any such notice In the event the Bank sells all of resignationits Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Required Bank shall resign as the Agent and such purchaser or transferee shall become the successor Agent hereunder. If the Agent resigns under this Agreement, subject to the proviso in the preceding sentence, the Majority Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to agent for the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Lenders. If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the BorrowerLoan Parties, appoint a successor Agent agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as the Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agentthe Agent under this Agreement. If no Default or Event of Default has occurred and is continuing at the time the appointment of any successor Agent is effected in accordance with this Section, then such appointment shall be subject to the Agent has accepted appointment as Agent approval of the Parent (such approval not to be unreasonably withheld or delayed, and such approval shall be deemed given by Parent if no objection from Parent is received by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, resigning Agent and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.within ten

Successor Agent. The Any Agent may resign at any time upon 30 days’ notice by giving ten (10) days' prior written notice to notifying the Borrower Lenders and the LendersCompany. Upon any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Company, to appoint a successor from among the Lenders that is a successor to the Agent (provided that the Borrower's consent shall not be required bank with an office in the event a Default New York, New York, or Event an Affiliate of Default shall have occurred and be continuing)any such bank. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among or Collateral Agent, as applicable, which shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the LendersBorrower. Upon the acceptance of any its appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, . Whether or not a successor has been appointed such resignation shall become effective in accordance with the notice given by the Agent and the retiring Agent shall be discharged from its duties and obligations hereunder hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and under the other Credit Documentssuch successor. After any retiring an Agent's ’s resignation as Agenthereunder, the provisions of this Article and Section 10.6 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. If Notwithstanding the above, no successor to Agent shall be incorporated, domiciled, established or acting though an office in a Non-Cooperative Jurisdiction without the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all prior consent of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveBorrowers.

Successor Agent. The Any Agent may resign at any time by giving ten five (105) days' prior Business Days written notice thereof to the Borrower other Agents, the Lenders and the LendersLead Borrower. Upon any such notice resignation of resignationany Agent, the Required Lenders willshall have the right to appoint a successor Agent, with which so long as no Default or Event of Default has occurred and is continuing, shall be reasonably satisfactory to the prior written consent of the Lead Borrower (which whose consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with other Agents, the Lenders Lenders, the Swingline Lender, and the BorrowerIssuing Bank, appoint a successor Agent from among which shall be a Person capable of complying with all of the Lendersduties of such Agent (and, if applicable, the Issuing Bank) hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, so long as no Default or Event of Default has occurred and is continuing, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the such Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveherein above.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower and may be removed as Agent under this Agreement, the Notes and the other Loan Documents at any time with or without cause by the Requisite Lenders. Upon any such notice of resignationresignation or removal the Requisite Lenders shall have the right to appoint a successor Agent, subject to the Required Lenders will, with the prior written consent approval of the Borrower Borrower, if no Event of Default has occurred and is continuing, (which consent shall approval will not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within such ten-day period30 calendar days after the resigning Agent’s giving of notice of resignation or the Requisite Lenders’ removal of the resigning Agent, then the retiring resigning Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among Agent, which shall be a commercial bank organized under the Lenderslaws of the United States of America or of any state thereof and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of any appointment as Agent hereunder and under the Notes and the other Loan Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powerspower, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement, the Notes and the other Loan Documents. After any resigning Agent’s resignation or removal as Agent hereunder and under the Notes and the other Credit Loan Documents. After any retiring Agent's resignation as 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 AgentAgent under this Agreement, the Notes and the other Loan Documents. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring for any reason there shall not be any duly appointed Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all act collectively by taking actions on the direction of the duties of the Requisite Lenders until an agent is duly appointed as Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovehereunder.

Successor Agent. The Subject to the terms of the Collateral Agency Agreement, any Agent may resign at any time by giving ten five (105) days' prior Business Days’ written notice thereof to the Borrower Lenders, the Issuing Bank, the other Agents and the LendersBorrower. Upon any such notice resignation of resignationany Agent, subject to the Collateral Agency Agreement, the Required Lenders willshall have the right to appoint a successor Agent, with the prior written consent which so long as there is no Default or Event of Default, shall be reasonably satisfactory to the Borrower (which whose consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with Lenders, the Lenders other Agents and the BorrowerIssuing Bank, appoint a successor Agent from among which shall be a Person capable of complying with all of the Lendersduties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, so long as there is no Default or Event of Default, shall be reasonably satisfactory to the Borrower (whose consent shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the such Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Each Agent may resign as such at any time by giving upon ten (10) days' prior written notice to the Borrower Company and the LendersBanks. Upon In the event of any such notice of resignation, the Required Lenders willBanks shall, with by an instrument in writing delivered to the prior written consent Company and the Agents, appoint a successor, which shall be a commercial bank organized under the laws of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders United States or any State thereof and having a combined capital and surplus of at least $500,000,000. If a successor to is not so appointed or does not accept such appointment before such Agent's resignation becomes effective, the retiring Agent (provided that the Borrower's consent shall not be required in the event may appoint a Default or Event of Default shall have occurred and be continuing). If no temporary successor to the Agent shall have been so appointed act until such appointment by the Required Lenders Banks is made and accepted or if no such temporary successor is appointed as provided above by the retiring Agent, the Required Banks shall have accepted such appointment within such ten-day period, then thereafter perform all the duties of the retiring Agent may, on behalf of hereunder until such appointment by the Lenders Required Banks is made and after consulting with accepted. Any successor to such Agent shall execute and deliver to the Lenders Company and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any Banks an instrument accepting such appointment as Agent by a and thereupon such successor Agent, such successor Agent without further act, deed, conveyance or transfer shall thereupon succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring its predecessor hereunder with like effect as if originally named as an Agent hereunder. Upon request of such successor Agent, the Company and the retiring Agent shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be discharged from its duties required for more fully and obligations hereunder certainly vesting and under the other Credit Documentsconfirming in such successor Agent all such properties, rights, interests, powers, authorities and obligations. After any retiring Agent's resignation as Agent, the The provisions of this Article VII shall inure to its benefit as thereafter remain effective for such retiring Agent with respect to any actions taken or omitted to be taken by it such Agent while it was Agent. If no successor to the acting as an Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovehereunder.

Successor Agent. The (a) Each Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time by giving ten at least thirty (1030) days' Business Days prior written notice to the Borrower Parent and each Lender. Such resignation shall take effect upon the Lenders. acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among who, in the Lendersabsence of a continuing Event of Default, shall be reasonably satisfactory to the Borrowers. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After any retiring Agent's resignation hereunder as the 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 Agent. Agent under this Agreement and the other Loan Documents. (c) If no a successor to the Agent has accepted appointment as Agent by the thirtieth shall not have been so appointed within said thirty (30th30) day following a retiring Agent's notice of resignationBusiness Day period, the retiring Agent's resignation shall nevertheless thereupon become effective, and with the Lenders shall thereafter perform all consent of the duties other Agent and, if an Event of Default is not continuing, the Parent, shall then appoint a successor Agent hereunder and under the other Credit Documents who shall serve as Agent until such time, if any, as the Required Lenders Lenders, with the consent of other Agent and, if an Event of Default is not continuing, the Parent, appoint a successor Agent as provided for hereinaboveabove.

Successor Agent. The Agent KeyBank, or any successor Agent, may resign as Agent at any time by giving ten (10) days' at least 30 days prior written notice thereof to the Borrower Lenders and to the LendersBorrower. Any such resignation shall be effective upon appointment and acceptance of a successor Agent, as hereinafter provided. Upon any such notice of resignation, the Required Majority Lenders willshall have the right to appoint a successor Agent, with the prior written consent which is a Lender under this Agreement, provided that so long as no Default or Event of Default has occurred and is continuing the Borrower (shall have the right to approve any successor Agent, which consent approval shall not be unreasonably withheld). If, appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event case of a Default or Event of Default shall have occurred and be continuing). If resignation by the Agent, no successor to the Agent shall have been so appointed by the Required Majority Lenders and approved by the Borrower, and shall have accepted such appointment appointment, within such ten-day periodthirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint any one of the other Lenders as a successor Agent from among the LendersAgent. The Borrower acknowledges that any lender that acquires KeyBank is acceptable as a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all further duties and obligations hereunder and as Agent under the other Credit Documentsthis Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article §16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to The Agent may be removed at the direction of the Majority Lenders in the event of a final judicial determination (in which the Agent has accepted appointment as Agent had an opportunity to be heard) by the thirtieth (30th) day following a retiring Agent's notice court of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of competent jurisdiction that the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint had acted in a successor Agent as provided for hereinabovegrossly negligent manner or in willful misconduct.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving ten (10) 45 days' ’ prior written notice thereof to the Borrower Lenders and the LendersBorrower, and shall resign as the Agent if it becomes a Sanctioned Lender. Upon any such notice of resignation, the Required Lenders willshall, with after soliciting the prior written consent view of the Borrower (which consent shall not be unreasonably withheld)Borrower, have the right to appoint from among the Lenders another ▇▇▇▇▇▇ as a successor agent (the “Successor Agent”) who shall be acceptable to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), acting reasonably. If no successor to the Successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent mayshall, on behalf of the Lenders and after consulting with the Lenders and Lenders, appoint a Successor Agent who shall be a Lender acceptable to the Borrower, appoint a successor Agent from among the Lendersacting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunder and as Agent under the other Credit Documentsthis Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was AgentAgent hereunder. If no successor to the The Successor Agent has accepted appointment shall execute all such agreements, instruments and other documents as Agent may be required by the thirtieth retiring Agent (30thacting reasonably) day following a retiring Agent's notice of resignation, for the retiring Agent's resignation shall nevertheless thereupon become effective, Successor Agent to fully assume the rights and obligations under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveDocuments.

Successor Agent. The Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent or the Collateral Agent may be removed by the Required Lenders if the Administrative Agent, the Collateral Agent, or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender and (ii) the Administrative Agent and the Collateral Agent may resign at any time by giving ten (10) as Administrative Agent or Collateral Agent, respectively, in each case upon 10 days' prior written ’ notice to the Borrower Lenders, the Issuing Lenders and the LendersParent Borrower. Upon any such notice of resignation, If the Administrative Agent or the Collateral Agent shall be removed by the Required Lenders willpursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, with as applicable, under this Agreement and the prior written consent of other Loan Documents, then the Borrower (which consent Required Lenders shall not be unreasonably withheld), appoint from among the Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the Agent (Parent Borrower; provided that such approval by the Borrower's consent Parent Borrower in connection with the appointment of any successor Administrative Agent shall not only be required in the event a Default or so long as no Event of Default shall have under Subsection 9.1(a) or 9.1(f) has occurred and be is continuing). If no ; provided, further, that the Parent Borrower shall not unreasonably withhold its approval of any successor to the Administrative Agent shall have been so appointed by the Required Lenders if such successor is a commercial bank with a combined consolidated capital and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf surplus of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lendersat least $5,000,000,000. Upon the acceptance successful appointment of any appointment as Agent by a successor Agentagent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act or deed on the other Credit Documentspart of such former Agent or any of the parties to this Agreement or any holders of the Loans or issuers of Letters of Credit. After any retiring Agent's ’s resignation or removal as Agent, the provisions of this Article Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. Additionally, after such retiring Agent’s resignation as such Agent, the provisions of this Subsection 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents. If no successor After the resignation or removal of any Administrative Agent pursuant to the preceding provisions of this Subsection 10.9, such resigning or removed Administrative Agent has accepted appointment (x) shall not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation or removal (and all unpaid fees accrued for the account of the resigning Issuing Lender shall be paid in full upon its resignation or removal) and (y) shall not be required to act as Swingline Lender with respect to Swingline Loans to be made after the date of such resignation or removal (and all outstanding Swingline Loans of such resigning or removed Administrative Agent shall be required to be repaid in full upon its resignation or removal), although the resigning or removed Administrative Agent shall retain all rights hereunder as Issuing Lender and Swingline Lender with respect to all Letters of Credit issued by it, and all Swingline Loans made by it, prior to the effectiveness of its resignation or removal as Administrative Agent hereunder. The fees payable by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint Borrowers to a successor Administrative Agent shall be the same as provided for hereinabovethose payable to its predecessor unless otherwise agreed between the Borrowers and such successor.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Borrower Lenders and the Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders willshall have the right to appoint, on behalf of the Borrower and the Lenders and with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and consented to by the Borrower and shall have accepted such appointment within such ten-day periodthirty days after the retiring Agent's giving notice of resignation, then the retiring Agent maymay appoint, on behalf of the Lenders Lenders, a successor Agent, provided that the Borrower shall have the right to remove such successor Agent and after consulting replace it with a successor of its own designation with the consent of the Required Lenders and the Borrower, appoint a (which shall not be unreasonably withheld). Such successor Agent from among the Lendersshall be a commercial bank having capital and retained earnings of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring or removed Agent's resignation or removal hereunder as Agent, the provisions of this Article X shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment acting as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

Successor Agent. The (a) Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving ten (10) days' prior 30 days written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the Required Majority Lenders will, with shall have the prior written consent right to appoint a successor Agent who shall be one of the Borrower (which consent shall not be unreasonably withheld), appoint from among Lenders unless none of the Lenders a successor wishes to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)accept such appointment. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within by the time of such ten-day periodresignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among which shall be a bank listed in Schedule 1 to the LendersBank Act (Canada) which has an office in Toronto. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents(in its capacity as Agent but not in its capacity as a Lender). After any retiring Agent's resignation or removal hereunder as the Agent, the provisions of this Article 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. If no successor . (b) The Lenders (other than the Agent in its capacity as Lender) shall have the right, upon unanimous agreement of such Lenders, to terminate by notice in writing to the Agent has accepted the appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under in the other Credit Documents until event of the wilful misconduct or gross negligence by the Agent of its obligations as Agent hereunder. Upon such timetermination, if any, as the Required such Lenders may appoint a successor Agent in the same manner as provided for hereinaboveset out in Section 14.12(a) above.