Common use of Successor Agent Clause in Contracts

Successor Agent. Any Agent may resign at any time by giving at least 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring 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 (ii) the Borrower 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 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. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time by giving at least 30 ten (10) days’ ' prior written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the BorrowerRequired Lenders will, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld 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 delayedEvent of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier ten-day as shall be agreed by the Majority Lenders)period, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Lenders. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Credit Documents. 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. 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 If no successor to the Agents Agent has accepted appointment as Agent by the thirtieth (other than 30th) day following a retiring Agent's notice of resignation, the Administrative retiring Agent) that may succeed to 's resignation shall nevertheless thereupon become effective, and the corporate trust business and assets of any of such Agents substantially as a whole, Lenders shall be the successor to such Agent under this Agreement without further act of any thereafter perform all of the 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 duties of the Document CustodianAgent hereunder and under the other Credit Documents until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. Any The Agent may resign at any time by giving at least 30 days’ prior written notice thereof to the Lenders, Lenders and the Borrower, and the Services Provider and S&P; provided that 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 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 noticeor removal, the Majority Required Lenders shall have the right to appoint a successor Agent with the consent appoint, on behalf of the Borrower (which consent shall not be unreasonably withheld or delayed)and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent gives Agent's giving notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)appoint, on behalf of the Borrower and the Lenders, designate 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, which such approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of at least $50,000,000. Upon the acceptance of its any appointment as such the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Loan Documents. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. With respect to any Person (i) into which an acting as the 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 hereunder and under 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any Agent may resign at any time by giving at least 30 days’ prior written delivering notice thereof of such resignation to the Lenders, the Lenders and Borrower, effective on the Services Provider and S&P; provided that any date set forth in such resignation by any Agent notice or, if no such date is set forth therein, upon the date such notice shall not be effective until a successor agent shall have been appointed and approved effective, in accordance with the terms of this Section 7.89.7. Upon receipt of If Agent delivers any such notice, the Majority Requisite Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by the Majority LendersIf, shall have been approved by the Borrower, and shall have accepted such appointment, within after 30 days after the date of the retiring Agent gives Agent’s notice of its resignation (or such earlier day as shall be agreed resignation, no successor Agent has been appointed by the Majority Lenders)Requisite Lenders that has accepted such appointment, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor AgentAgent from among the Lenders. Effective immediately upon its resignation, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent and (a) the retiring Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents, (b) the Lenders shall assume 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 perform all of the Majority Lenders exercising good faith that an duties of 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 (ii) the Borrower 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 have accepted a valid appointment hereunder, (c) the terms retiring Agent and its Related Persons shall no longer have the benefit of this Section 7.8. After any retiring Agent’s resignation hereunder as Agent, the provisions provision of this Article VII shall inure to its benefit as any Loan Document other than with respect to any actions taken or omitted to be taken by it while it was an Agent. With respect such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents, and (iv) subject to any Person (i) into which an its rights under Section 9.2(b), the retiring Agent or shall take such action as may be merged or consolidatedreasonably 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, (ii) that may result from any merger or consolidation to which an a successor Agent shall be a party or (iii) with respect to succeed to, and become vested with, all the Agents (other than rights, powers, privileges and duties of 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 retiring Agent under this Agreement without further act of any of the 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any Agent may resign at any time by giving at least 30 and shall, if Agent becomes a Defaulting Bank, resign as Agent upon thirty (30) days’ prior written notice thereof to the LendersBanks. If Agent resigns under this Agreement, the BorrowerBanks shall appoint, from among the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective until Banks, a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, for the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Banks. If no successor Agent shall have been so agent is appointed by prior to the Majority Lenderseffective date of the resignation of Agent, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to)appoint, on behalf of after consulting with the LendersBanks, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under agent from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Banks. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, 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 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 (ii) the Borrower 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 7.8terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. 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 Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of any resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to duties of Agent hereunder until such time, if any, as the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementBanks appoint a successor agent as provided for above.

Successor Agent. Any The Agent may resign at any time by giving at least 30 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 resignation or removal, (i) the Borrower, with the Services Provider and S&P; provided that any consent of the Required Lenders (such resignation by any Agent consent not to be unreasonably withheld or delayed) shall not be effective until have the right to appoint a successor agent Agent or (ii) if an Event of Default shall have been appointed occurred and approved in accordance with this Section 7.8. Upon receipt of any such noticebe continuing, then the Majority Required Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrowerappointed, and shall have accepted such appointment, within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Agent (or such earlier day as shall be agreed by the Majority Lenders“Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and in consultation with the Borrower, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000500,000,000. Whether or not a successor has been appointed, the Agent’s resignation shall become effective on the Resignation Effective Date. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, and the under this Agreement provided that if such successor Agent shall provide written notice of such appointment to have been appointed without the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote consent of the Majority Lenders exercising good faith that an Borrower, such successor Agent has acted may be replaced by the Borrower 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 consent of the removal Required Lenders so long as no Event of an Agent (i) a Lender hereunder agrees to serve as Agent Default has occurred and (ii) the Borrower 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 7.8is continuing. After any retiring Agent’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 an Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days’ prior days written notice thereof to the Borrower and the Lenders. Upon any such resignation, the Lenders, the Borrower, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld required (a) if the successor Agent is an Affiliate or delayedSubsidiary of the Agent on the date hereof or (b) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed appointment by the Majority Lenders)time of such resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges, duties and duties obligations of the retiring 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 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 hereunder (in its capacity as agent for the Lenders, the Majority Lenders may immediately remove such Person; provided that Agent but not in the case of the removal of an Agent (i) its capacity as a Lender hereunder agrees to serve as Agent and (ii) the Borrower 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 7.8Lender). After any retiring Agent’s resignation hereunder as the Agent, the provisions of this Article VII 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 an acting as the Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Agent may resign at any time as agent hereunder by giving at least 30 days’ not fewer than thirty (30) days prior written notice thereof to Administrative Borrower and the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any . If Agent shall not be effective until resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, for the Majority Lenders shall have the right to appoint a successor Agent (with the consent of the Administrative Borrower (so long as an Event of Default does not exist and which consent shall not be unreasonably withheld withheld), or delayed)(b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Lenders appoint a successor agent. If no successor agent has accepted appointment as Agent shall have been so appointed by the Majority Lendersdate that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall have been approved by the Borrowernevertheless thereupon become effective, and the Lenders shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf assume and perform all of the Lendersduties of Agent hereunder until such time, designate if any, as the Required Lenders appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000agent as provided for above. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentappointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunderas agent, and the term “Agent” means such successor Agent effective upon its appointment, and the former agent’s rights, powers and duties as agent shall provide written notice be terminated without any other or further act or deed on the part of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote former agent or any of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed parties 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 (ii) the Borrower 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 7.8Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 and the 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 terms of Section 14.9 of this Agreementother Loan Documents.

Successor Agent. Any The Agent may resign at any time by giving at least 30 as Agent upon thirty (30) calendar days’ prior written notice thereof to the Lenders, Buyer and the Borrower, Seller. If the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective until a successor agent resign as Agent under this Repurchase Agreement and the other Repurchase Documents, then the Buyer shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, the Majority Lenders shall have the right to appoint a successor Agent, which successor Agent with shall be approved by the consent Seller (unless an Event of Default has occurred and is continuing), and any such successor Agent shall succeed to the rights, powers and duties of the Borrower (which consent Agent, and the term “Agent” shall not mean such successor Agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be unreasonably withheld terminated, without any other or delayed)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 Agent shall have has been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, appointment within 30 thirty (30) calendar days after the retiring Agent gives Agent’s giving notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)Agent, on behalf of the LendersBuyer, designate a successor Agent, may appoint an Agent which such successor Agent shall (unless an Event of Default has occurred and is continuing) be a commercial bank or a trust company organized or licensed under reasonably acceptable to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Seller. Upon the acceptance of its any appointment as such the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderobligations, under this Repurchase Agreement 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 (ii) the Borrower 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 7.8other Repurchase Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 Repurchase Agreement without further act of any of and the 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 terms of Section 14.9 of this Agreementother Repurchase Documents.

Successor Agent. Any Agent may resign at any time by giving at least 30 as Agent upon ten (10) days’ prior written notice thereof to the Lenders. If Agent resigns under this Agreement, the Borrower, the Services Provider and S&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, the Majority all Lenders shall have appoint from among the right to appoint Lenders (or the affiliates thereof) a successor Agent with for the consent Lenders, which successor Agent shall (unless an Event of Default has occurred and is continuing) be subject to the approval of Borrower (which consent approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so is appointed by prior to the Majority Lenderseffective date of the resignation of Agent, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to)appoint, on behalf of after consulting with the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank from among the Lenders (or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000affiliates thereof). Upon the acceptance of its appointment as such successor Agent hereunder by a successor Agenthereunder, the Person acting as such successor Agent shall thereupon succeed to and become vested with all the rights rights, 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 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 (ii) the Borrower 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 7.8behalf. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. 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 Agreement. If no successor Agent has accepted appointment as Agent by the date ten (10) days following a retiring Agent’s notice of any resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to duties of Agent hereunder until such time, if any, as the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementLenders appoint a successor agent as provided for above.

Successor Agent. Any The Agent may resign at any time by giving at least 30 as the Agent upon thirty (30) days’ prior written ' notice thereof to the Lenders, the BorrowerBorrower and, so long as no Lease Event of Default shall have occurred and be continuing, the Services Provider and S&P; provided that any such resignation by any Lessee. If the Agent shall not be effective until a successor agent shall have been appointed and approved in accordance with resign as the Agent under this Section 7.8. Upon receipt of any such noticeAgreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Agent with which successor Agent shall be subject to the consent approval of the Borrower (which consent 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 effective date of the resignation of the resigning Agent, the Agent may appoint, after consulting with the Lenders and 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, a successor Agent from among the Lenders (or such other Person as shall be acceptable to the Majority Lenders). If no successor Agent shall have been so appointed has accepted appointment as the Agent by the Majority Lendersdate which is thirty (30) days following a retiring Agent's notice of resignation, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives Agent's notice of its resignation (or shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent until such earlier day time, if any, as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate Lenders appoint a successor Agent, which as provided for above. Upon the effective date of such resignation, only such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring 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 (ii) the Borrower 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 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. 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 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 terms of Section 14.9 of this Agreement.term "

Successor Agent. Any (a) Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least 30 days’ thirty (30) days prior written notice thereof to Lenders and Borrowers. Such resignation shall take effect on the Lendersdate set forth in such notice or 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 Borrower, the Services Provider and S&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, the Majority Required Lenders shall have the right to appoint a successor Agent with the written consent of the Borrower (Borrowers, which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed (provided that no consent of Borrowers shall be required if an Event of Default then exists). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by Required Lenders (with the Borrowerconsent of Borrowers as set forth in the preceding sentence), and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but appoint a successor Agent with the consent of Borrower, which shall not be obligated to)unreasonably withheld, on behalf conditioned or delayed (provided that no consent of the Lenders, designate a successor Agent, which such successor Agent Borrower shall be a commercial bank or a trust company organized or licensed under the laws required if an Event of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Default then exists). Upon the acceptance of its any appointment as such an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent and the Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents other than its liability, if any, for duties and the successor Agent shall provide written notice of such appointment obligations accrued prior 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 (ii) the Borrower 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 7.8retirement. After any retiring Agent’s resignation hereunder as an Agent, the provisions of this Article VII 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 an Agent. With respect to any Person (i) into which acting as an Agent or may be merged or consolidatedhereunder and under the other Loan Documents. In the event that Synovus Bank, (ii) that may result from any merger or consolidation in its sole discretion, elects to which an Agent shall be a party or (iii) with respect to become successor Agent, the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets consent 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 parties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 Borrowers shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this Agreementrequired.

Successor Agent. Any The Agent may resign at any time by giving at least 30 as the Agent upon thirty (30) days’ prior written ' notice thereof to the Lenders, the BorrowerBorrower and, so long as no Lease Event of Default shall have occurred and be continuing, the Services Provider and S&P; provided that any such resignation by any Lessee. If the Agent shall not be effective until a successor agent shall have been appointed and approved in accordance with resign as the Agent under this Section 7.8. Upon receipt of any such noticeAgreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Agent with which successor Agent shall be subject to the consent approval of the Borrower (which consent 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 effective date of the resignation of the resigning Agent, the Agent may appoint, after consulting with the Lenders and subject to the approval of the Borrower and, so long as no Lease Event of Default shall have been so appointed occurred and be continuing, the Lessee, such approval not to be unreasonably withheld or delayed, a successor Agent from among the Lenders. If no successor Agent has accepted appointment as the Agent by the Majority Lendersdate which is thirty (30) days following a retiring Agent's notice of resignation, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives Agent's notice of its resignation (or shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent until such earlier day time, if any, as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate Lenders appoint a successor Agent, which as provided for above. Upon the effective date of such resignation, only such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring 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 (ii) the Borrower 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 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. 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 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 terms of Section 14.9 of this Agreement.term "

Successor Agent. Any Each Agent may resign as such at any time by giving upon at least 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Services Provider and S&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, the Majority Required Lenders shall have the right to appoint a successor Agent right, with the consent of the Borrower (which consent shall not to be unreasonably withheld or delayed), to appoint a successor Agent from among the Lenders; provided, that no consent of Borrower shall be required if an Event of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Issuing Bank, designate appoint a successor AgentAgent with the consent of Borrower (not to be unreasonably withheld or delayed), which such successor Agent shall be a commercial bank or a trust company banking institution organized or licensed under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of at least $50,000,000250 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 its appointment as such an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 . The fees payable by Borrower 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 (ii) the Borrower 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 the same as those payable to the terms of this Section 7.8its predecessor unless otherwise agreed between Borrower and such successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an acting as Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Each Agent may resign as such at any time by giving upon at least 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and U.S. Borrower. Upon any such resignation, the Services Provider and S&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, the Majority Required Lenders shall have the right right, with, 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 with from among the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Lenders. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Issuing Bank, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company banking institution organized or licensed under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of at least $50,000,000250 million; provided 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 its appointment as such an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 . The fees payable by U.S. Borrower 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 (ii) the Borrower 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 the same as those payable to the terms of this Section 7.8its predecessor unless otherwise agreed between U.S. Borrower and such successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an acting as Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any (a) The Agent may resign at any time as the Agent hereunder by giving at least 30 days’ not fewer than thirty (30) days prior written notice thereof to the Borrower and the Lenders. If the Agent shall resign under this Agreement, then provided no Event of Default has occurred, the Borrower, the Services Provider and S&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, the Majority Lenders Borrower shall have the right to appoint a successor Agent right, (i) with the 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 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 delayed). an Affiliate of any such bank. (b) If no successor Agent shall have been so appointed by the Majority Lenders, shall have been and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated toappoint a successor Agent meeting the qualifications specified in Section 9.12(a), on behalf of provided that if the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under notify the laws of Borrower and the United States of America or of any State thereof Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent and (i) the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 other Loan Documents (except that in the case of any Collateral held by the removal Agent on behalf of an the Lenders under any of the Loan Documents, the retiring Agent (ishall continue to hold such Collateral until such time as a successor Agent is appointed) a Lender hereunder agrees to serve as Agent and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Borrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until appoints and the Required Lenders approve a successor Agent as provided for above in the preceding paragraph. (c) Upon its appointment, such successor administrative agent shall be appointed pursuant succeed to the terms of this Section 7.8. After any retiring rights, powers and duties as the Agent, and the term “Agent” shall mean such successor effective upon its appointment, and the former Agent’s resignation hereunder rights, powers and duties 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. 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 terminated without any other or (iii) with respect to further act or deed on the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets of any part of such Agents substantially as a whole, shall be the successor to such former Agent under this Agreement without further act of or any of the 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and S&P; provided that . Upon 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 noticeresignation, the Majority Lenders shall have the right to appoint a successor Agent with who shall (provided no Event of Default has occurred and is continuing) be approved by the consent Borrower and shall be one of the Borrower (which consent shall not be unreasonably withheld or delayed)Lenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed appointment by the Majority Lenders)time of such resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, Agent which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws Laws of the United States Canada which has shareholders’ equity in excess of America or of any State thereof $500,000,000 and having a combined capital and surplus of at least $50,000,000has an office in Toronto. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges, duties and duties obligations of the retiring 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 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 hereunder (in its capacity as agent for the Lenders, the Majority Lenders may immediately remove such Person; provided that Agent but not in the case of the removal of an Agent (i) its capacity as a Lender hereunder agrees to serve as Agent and (ii) the Borrower 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 7.8Lender). After any retiring Agent’s resignation or removal hereunder as the Agent, the provisions of this Article VII 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 an acting as the Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time as Agent under the Loan Documents by giving at least written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as Agent) upon 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and S&P; provided that Agent. Upon 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 noticeor removal, the Majority Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a successor Agent with which appointment shall, provided no Event of Default exists, be subject to the consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Majority Lenders, shall have been approved by the Borrowerimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)’ removal of the resigning Agent, then the retiring resigning or removed Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a total combined capital and surplus assets of at least $50,000,00050,000,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder, and under 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 (ii) the Borrower 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 7.8Loan Documents. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any Agent KeyBank, or any successor Agent, may resign as Agent at any time by giving at least 30 days’ days prior written notice thereof to the Lenders, Lenders and to the Borrower. Any such resignation shall be effective upon appointment and acceptance of a successor Agent, the Services Provider and S&P; provided that as hereinafter provided. Upon 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 noticeresignation, the Majority Lenders shall have the right to appoint a successor Agent with the consent Agent, 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 or delayed)withheld. If If, in the case of a resignation by the Agent, no successor Agent shall have been so appointed by the Majority Lenders, shall have been Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint any one of the other Lenders as a successor Agent, . The Borrower acknowledges that any Lender which such acquires KeyBank is acceptable as a successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Agent. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its all further 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 (ii) the Borrower 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 under this Section 7.8Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII §16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 Agreement. 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 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 direction of the Document Custodian, Majority Lenders in the event of a final judicial determination (in which shall the Agent had an opportunity to be governed by heard) that the terms of Section 14.9 of this AgreementAgent had acted in a grossly negligent manner or in willful misconduct.

Successor Agent. Any 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 at least 30 as Administrative Agent or ABL Collateral Agent, in each case upon 10 days’ prior written notice thereof to the applicable Lenders and the Parent Borrower. If the Administrative Agent or the ABL Collateral Agent shall be removed by the Parent Borrower or the Required Lenders pursuant to clause (i) above or resign as Administrative Agent, or ABL Collateral Agent pursuant to clause (ii) above, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Borrower, the Services Provider and S&PParent Borrower in its discretion; provided that such approval by the Parent Borrower in connection with the appointment of any such resignation by any Agent shall not be effective until a successor agent shall have been appointed only be required so long as no Event of Default under subsection 9(a) or 9(f) has occurred and approved in accordance with this Section 7.8. Upon receipt is continuing; provided, further, that the Parent Borrower shall not unreasonably withhold its approval of any such notice, the Majority Lenders shall have the right to appoint a successor Administrative Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which if such successor Agent shall be is a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having with a combined consolidated capital and surplus of at least $50,000,0005,000,000,000. Upon the acceptance successful appointment of its appointment as such Agent hereunder by a successor Agentagent, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring Administrative Agent and or the retiring Agent shall be discharged from its duties and obligations hereunderABL Collateral Agent, as applicable, and the 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 provide written notice be terminated, without any other or further act or deed on the part of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote former Agent or any of the Majority Lenders exercising good faith that an Agent has acted with gross negligence parties to this Agreement 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 any holders of the removal Loans or issuers of an Agent (i) a Lender hereunder agrees to serve as Agent and (ii) the Borrower 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 Letters of this Section 7.8Credit. After any retiring Agent’s resignation hereunder or removal as Agent, the provisions of this Article VII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent. With respect ’s resignation as such Agent, the provisions of this subsection 10.10 shall inure to its benefit as to any Person (i) into which an Agent actions taken or may omitted to 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 taken by it while it was such Agent under this Agreement without further act of any of and the parties to this Agreementother Loan Documents. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 shall not apply to After the resignation or removal of the Document CustodianAdministrative Agent pursuant to the preceding provisions of this subsection 10.10, which such resigning or removed Administrative Agent (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 governed 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 terms of Section 14.9 of this AgreementBorrowers to any successor agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.

Successor Agent. Any The Agent may resign may, at any time by giving at least time, resign upon 30 days’ prior days written notice thereof to the LendersLenders and the Borrowers. Upon any such resignation, the Borrower, Borrowers with the Services Provider and S&P; provided that any consent of the Required Lenders (such resignation by any Agent shall consent of the Required Lenders not to 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, the Majority Lenders unreasonably withheld or delayed) shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by and shall have accepted such appointment within 30 days after the Majority Lendersnotice of resignation, then the retiring Agent shall select a successor Agent provided such successor is a Lender hereunder or qualifies as an Eligible Assignee (or if no Eligible Assignee shall have been approved so appointed by the Borrower, retiring Agent and shall have accepted such appointment, within 30 days after then the Lenders shall perform all obligations of the retiring Agent gives notice of its resignation (or hereunder until such earlier day time, if any, as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof have been appointed and having a combined capital and surplus of at least $50,000,000shall have accepted such appointment as provided for above). Upon the acceptance of its any appointment as such Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 (ii) the Borrower 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 resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article VII Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this Credit Agreement.

Successor Agent. Any Each Agent may resign as such at any time by giving upon at least 30 thirty (30) days’ prior written notice thereof to the Lenders, the BorrowerIssuing Bank and Borrower and without notice to the Bank Product Providers. Upon any such resignation, the Services Provider and S&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, the Majority Required Lenders shall have the right right, in consultation with Borrower so long as no Default or Event of Default shall have then occurred and be continuing, to appoint a successor Agent with from among the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Lenders. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Issuing Bank, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company banking institution organized or licensed under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of at least $50,000,000500,000,000; provided, that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the 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 its appointment as such an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations hereunder, and under the successor Agent shall provide written notice of such appointment Loan Documents. The fees payable by Borrower 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 (ii) the Borrower 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 the same as those payable to the terms of this Section 7.8its predecessor unless otherwise agreed between Borrower and such successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an acting as Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Each Agent may resign at any time as Agent under the Loan Documents by giving at least 30 days’ ' prior written notice thereof to the LendersLenders and the Company. In the event of a material breach of its duties hereunder, an Agent may be removed as Agent under the Borrower, Loan Documents at any time by the Services Provider and S&P; provided that Requisite Lenders upon 30-days' prior notice. Upon 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 noticeor removal, the Majority Requisite Lenders shall have the right to appoint a successor Agent with which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the consent of the Borrower (Company's approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that Company shall, in all events, be deemed to have approved each Lender as a successor Agent). If no successor Agent shall have been so appointed by the Majority Requisite Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 thirty days after the retiring Agent gives resigning Agent's giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Requisite Lenders)' removal of the resigning Agent, then the retiring resigning or removed Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a total combined capital and surplus assets of at least $50,000,00050,000,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent resigning Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, and under 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 Loan Documents arising 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 (ii) the Borrower 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 7.8accruing thereafter. After any retiring resigning Agent’s 's resignation or removal hereunder as Agent, the provisions of this Article VII 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any (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 30 thirty (30) days’ prior written notice thereof 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 LendersAgent. Such resignation or removal shall take effect upon the 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 or removal, the Borrower, the Services Provider and S&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, the Majority Required Lenders shall have the right to 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 withheld delayed or delayedwithheld). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights 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, hereunder and under 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 other Loan Documents (except that in the case of any collateral security held by the removal Agent on behalf of an the Lenders under any of the Loan Documents, the retiring Agent (ishall continue to hold such collateral security until such time as a successor Agent is appointed) a Lender hereunder agrees to serve as Agent and (ii2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for in clause (b) above. The fees payable by Borrower 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 the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. (d) After the terms of this Section 7.8. After any retiring Agent’s resignation hereunder as Agentor removal under this Section 17.8, the provisions of this Article VII Section 17, Section 11.3, and Section 19.9 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Agentacting 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. With respect to any Person (i) Any corporation or association into which an the Agent or may be merged or consolidated, (ii) that converted or with which it 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, consolidated shall be the successor to such Agent under this Agreement without further act of any of the 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 terms of Section 14.9 of this Agreementact.

Successor Agent. Any The Agent may resign at any time by giving at least as Agent upon 30 days’ prior written notice thereof to the Lenders, Lenders and the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall not to be effective until upon the acceptance of a successor agent to its appointment as Agent. 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 have been appointed resign as Agent and approved such purchaser or transferee shall become the successor Agent hereunder. If the Agent resigns under this Agreement, subject to the proviso in accordance with this Section 7.8. Upon receipt of any such noticethe preceding sentence, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Agent with agent for the consent of Lenders, which successor agent shall be reasonably satisfactory to the Borrower (which consent shall not be unreasonably withheld or delayed)Borrower. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by may appoint, after consulting with the Majority Lenders, shall have been approved by Lenders and the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of a successor agent from among the Lenders, designate a which successor Agent, which such successor Agent agent shall be a commercial bank or a trust company organized or licensed under reasonably satisfactory to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Borrower. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, 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 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 (ii) the Borrower 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 7.8terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII Section 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Each Agent may resign as such at any time by giving upon at least 30 days’ ' prior written notice thereof to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Services Provider and S&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, the Majority Required Lenders shall have the right right, with, 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 with from among the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Lenders. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Issuing Bank, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company banking institution organized or licensed under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of at least $50,000,000250 million; provided 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 its appointment as such an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 . The fees payable by Borrower 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 (ii) the Borrower 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 the same as those payable to the terms of this Section 7.8its predecessor unless otherwise agreed between Borrower and such successor. After any retiring an Agent’s 's resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an acting as Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time as Agent under the Loan Documents by giving at least 30 days’ prior written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Borrower, the Services Provider and S&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, the Majority Requisite Lenders shall have the right to appoint a successor Agent with which appointment shall, provided no Default or Event of Default exists, be subject to the consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its affiliates as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Majority Lenders, shall have been approved by the Borrowerimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring Agent gives current Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring current Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having a combined capital and surplus of at least $50,000,000otherwise shall be an Eligible Assignee. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent current Agent, and the retiring current Agent shall be discharged from its duties and obligations hereunder, and under 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 (ii) the Borrower 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 7.8Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII Article. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 parties to this AgreementLoan Documents. Notwithstanding anything in this Section 7.8 contained herein to the contrary, this Section 7.8 shall not apply the Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementBorrower and each Lender prior written notice.

Successor Agent. Any Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by giving at least 30 days’ prior written notice thereof to notifying the LendersLenders and the Borrower. Upon any such resignation, the Borrower, the Services Provider and S&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, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)successor. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall may be agreed by the Majority LendersRequired Lenders)(the “Resignation Date”), then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, Agent which such successor Agent shall be a commercial bank with an office in New York, New York, or a trust company organized or licensed under the laws of the United States of America or an Affiliate of any State thereof and having such bank. Whether or not a combined capital and surplus of at least $50,000,000successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 (ii) . The fees payable by the Borrower 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 the same as those payable to its predecessor unless otherwise agreed between the terms of this Section 7.8Borrower and such successor. After any retiring the Agent’s resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an acting as Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Agent may resign at any time as agent hereunder by giving at least 30 days’ not fewer than thirty (30) days prior written notice thereof to Administrative Borrower and the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any . If Agent shall not be effective until resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, for the Majority Lenders shall have the right to appoint a successor Agent (with the consent of the Administrative Borrower (so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld withheld), or delayed)(b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Lenders appoint a successor agent. If no successor agent has accepted appointment as Agent shall have been so appointed by the Majority Lendersdate that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall have been approved by the Borrowernevertheless thereupon become effective, and the Lenders shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf assume and perform all of the Lendersduties of Agent hereunder until such time, designate if any, as the Required Lenders appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000agent as provided for above. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentappointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunderas agent, and the term “Agent” means such successor Agent effective upon its appointment, and the former agent’s rights, powers and duties as agent shall provide written notice be terminated without any other or further act or deed on the part of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote former agent or any of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed parties 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 (ii) the Borrower 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 7.8Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 and the 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 terms of Section 14.9 of this Agreementother Loan Documents.

Successor Agent. Any Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days’ prior days written notice thereof to the Borrower and the Lenders, the Borrower, the Services Provider and S&P; provided that . Upon 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 noticeresignation, the Majority Lenders shall have the right to appoint a successor Agent Lenders, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld required (a) if the successor Agent is an Affiliate or delayedSubsidiary of the Agent on the date hereof or (b) for so long as a Default or Event of Default has occurred and is continuing), shall have the right to appoint a successor Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed appointment by the Majority Lenders)time of such resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges, duties and duties obligations of the retiring 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 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 hereunder (in its capacity as agent for the Lenders, the Majority Lenders may immediately remove such Person; provided that Agent but not in the case of the removal of an Agent (i) its capacity as a Lender hereunder agrees to serve as Agent and (ii) the Borrower 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 7.8Lender). After any retiring Agent’s 's resignation hereunder as the Agent, the provisions of this Article VII 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 an acting as the Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time by giving at least as Agent upon 30 days’ prior written notice thereof to the LendersBanks. If the Agent resigns under this Agreement, the Borrower, Required Banks shall appoint from among the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective until Banks a successor administrative agent for the Banks, which successor administrative agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt be consented to by the Borrower at all times other than during the existence of any such notice, the Majority Lenders shall have the right to appoint a successor Agent with the an Event of Default (which consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by may appoint, after consulting with the Majority Lenders, shall have been approved by Banks and the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under administrative agent from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Banks. Upon the acceptance of its appointment as such Agent hereunder 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 rights, powers and duties of the retiring Agent 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 terminated without any other or further act or deed on the successor Agent shall provide written notice part 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 retiring 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 (ii) the Borrower 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 7.8any other Bank. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. 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 Agreement. If no successor administrative agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of any resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the 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 duties of the Document CustodianAgent hereunder until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Banks appoint a successor agent as provided for above.

Successor Agent. Any (a) The Agent may resign at any time by giving at least 30 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 Borrower, Agent may not resign or be removed until (i) a successor Agent has been appointed and shall have accepted such appointment and (ii) the Services Provider successor Agent has assumed all responsibility for issuance of the Letters of Credit and S&P; provided that 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 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 noticeor removal, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)' removal of the retiring Agent, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a bank that maintains an office in the United States, or a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $50,000,000. 100,000,000. (b) Upon the acceptance of its any appointment as such the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 (ii) the Borrower 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 under this Section 7.8Agreement. After any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Article VII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any (1) The Agent may resign at any time by giving at least 30 days’ prior written give notice thereof of its resignation to the Lenders, the Issuing Bank and the Borrower, the Services Provider and S&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 noticenotice of resignation, the Majority Required Lenders shall have the right to appoint a successor Agent right, with the consent of the Borrower (which consent shall not to be unreasonably withheld or delayed)) unless a Default has occurred and is continuing, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or an Affiliate of any such Lender with an office in Toronto. The Agent may also be removed at any time by the Required Lenders upon 30 days’ notice to the Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having an office in Toronto or an Affiliate of any such Lender with an office in Toronto. (2) If no such successor Agent shall have has been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have has accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate appoint a successor AgentAgent meeting the qualifications specified in the immediately preceding paragraph, which provided that if the Agent notifies the Borrower and the Lenders that no qualifying Person has accepted such successor Agent appointment, then such resignation shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof nonetheless become effective in accordance with such notice and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that the retiring Agent shall continue to hold the Guarantees and any security held by the Agent on behalf of the Lenders until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for in the preceding paragraph. (3) Upon a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the successor former Agent shall provide written notice be discharged from all of such appointment to its duties and obligations hereunder or under 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 other Loan Documents (if not already discharged therefrom 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 (ii) preceding paragraph). The fees payable by the Borrower 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 the same as those payable to its predecessor unless otherwise agreed between the terms of this Section 7.8Borrower and such successor. After any retiring Agent’s resignation hereunder as the termination of the service of the former Agent, the provisions of this Article VII 9 and of Section 11.7 shall inure to continue in effect for the benefit of the former 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 while it was an Agent. 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 them while the former Agent was acting as a whole, shall be the successor to such Agent under this Agreement without further act of any of the 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 terms of Section 14.9 of this AgreementAgent.

Successor Agent. Any (1) The Agent may resign at any time by giving at least 30 days’ prior written give notice thereof of its resignation to the Lenders, the Issuing Bank and the Borrower, the Services Provider and S&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 noticenotice of resignation, the Majority Required Lenders shall have the right to appoint a successor Agent right, with the consent of the Borrower (which consent shall not to be unreasonably withheld or delayed)) unless a Default has occurred and is continuing, to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or an Affiliate of any such Lender with an office in Toronto. The Agent may also be removed at any time by the Required Lenders upon 30 days' notice to the Agent and the Borrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the acceptance of a successor within such 30 days, which shall be a Lender having an office in Toronto or an Affiliate of any such Lender with an office in Toronto. (2) If no such successor Agent shall have has been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required ▇▇▇▇▇▇▇ and shall have has accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate appoint a successor AgentAgent meeting the qualifications specified in the immediately preceding paragraph, which provided that if the Agent notifies the Borrower and the Lenders that no qualifying Person has accepted such successor Agent appointment, then such resignation shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof nonetheless become effective in accordance with such notice and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent and (a) the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents (except that the retiring Agent shall continue to hold the Security held by the Agent on behalf of the Lenders until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for in the preceding paragraph. (3) Upon a successor's appointment as Agent ▇▇▇▇▇▇▇▇▇, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the successor former Agent shall provide written notice be discharged from all of such appointment to its duties and obligations hereunder or under 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 other Loan Documents (if not already discharged therefrom 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 (ii) preceding paragraph). The fees payable by the Borrower 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 the same as those payable to its predecessor unless otherwise agreed between the terms of this Section 7.8Borrower and such successor. After any retiring Agent’s resignation hereunder as the termination of the service of the former Agent, the provisions of this Article VII 9 and of Section 11.7 shall inure to continue in effect for the benefit of the former 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 while it was an Agent. 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 them while the former Agent was acting as a whole, shall be the successor to such Agent under this Agreement without further act of any of the 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 terms of Section 14.9 of this AgreementAgent.

Successor Agent. Any The Agent may resign at any time by giving at least 30 days’ days prior written notice thereof to the LendersLenders and the Credit Parties. Upon any such resignation, the Borrower, the Services Provider and S&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, the Majority Required Lenders shall have the right to appoint a successor Agent with with, if no Event of Default under Section 9.1(a), (c)(i) or (f) exists, the consent of the Borrower (which consent shall not to be unreasonably withheld or delayed)withheld) to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, Agent which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000100,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, discretion, privileges, 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 (ii) the Borrower 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 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 an acting as Agent. With respect to any Person If no successor administrative agent has accepted appointment as Agent by the date which is thirty (i30) into which an Agent or may be merged or consolidateddays following a retiring Agent's notice of resignation, (ii) that may result from any merger or consolidation to which an Agent the retiring Agent's resignation shall be a party or (iii) with respect to nevertheless thereupon become effective and 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, Lenders shall be the successor to such Agent under this Agreement without further act of any perform all of the 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 duties of the Document CustodianAgent hereunder until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor agent as provided for above.

Successor Agent. Any The Agent may may, as hereinafter provided, resign at any time by giving at least 30 days’ ' prior written notice (the “Resignation Notice”) thereof to the Lenders and the Borrower. The Majority Lenders, the Borrower, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which Borrower, provided no Event of Default is subsisting, such consent shall not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenderswithheld, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf will forthwith upon receipt of the Lenders, designate Resignation Notice appoint a successor agent (the “Successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under ”) to assume the laws duties hereunder of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000resigning Agent. Upon the acceptance of its any appointment as such Agent agent hereunder by a successor Successor Agent, such successor Successor Agent shall will thereupon succeed to and become vested with all the rights rights, powers, privileges and duties as agent under the Documents of the retiring resigning Agent. Upon such acceptance, the resigning Agent and the retiring Agent shall will be discharged from its further duties and obligations hereunderas agent under the Documents, and the successor Agent shall provide written notice of but any such appointment to the Lendersresignation will not affect such resigning Agent's obligations hereunder as a Lender, the Services Provider and S&P. In addition, upon the affirmative vote including for its Rateable Portion of the Majority Lenders exercising good faith that an Aggregate Commitment Amount. After the resignation of the 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 (ii) the Borrower 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 resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an Agent. 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 agent of the parties to this AgreementLenders hereunder. Notwithstanding anything in this Section 7.8 the foregoing, if the Majority Lenders fail to the contrary, this Section 7.8 shall not apply to the resignation or removal appoint a Successor Agent within 30 days of receipt of the Document CustodianResignation Notice, which shall the resigning Agent may appoint a Successor Agent from among the Lenders, with the consent of the Borrower, provided no Event of Default is subsisting, such consent not to be governed by the terms of Section 14.9 of this Agreementunreasonably withheld.

Successor Agent. Any The Agent may resign at any time as Agent under the Loan Documents by giving at least 30 days’ prior written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Borrower, the Services Provider and S&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, the Majority Requisite Lenders shall have the right to appoint a successor Agent with which appointment shall, provided no Default or Event of Default exists, be subject to the consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Majority Lenders, shall have been approved by the Borrowerimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring resigning Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a total combined capital and surplus assets of at least $50,000,00050,000,000,000 and provided no Default or Event of Default exists, shall be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights 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 Loan Documents. Such successor Agent shall provide written notice issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such appointment succession or shall make other arrangements satisfactory to the Lenderscurrent Agent, in either case, to assume effectively the Services Provider and S&P. In addition, upon the affirmative vote obligations of the Majority Lenders exercising good faith that an current 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 (ii) the Borrower has consented respect 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 Letters of this Section 7.8Credit. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any Each Agent may resign at any time by giving at least 30 in its capacity as such upon 10 days’ prior written notice thereof to the Lenders and the Borrower. If any Agent shall resign under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective until a which successor agent shall have been appointed and approved in accordance with this (unless an Event of Default under Section 7.8. Upon receipt of any such notice7.01(b), the Majority Lenders (c), (h) or (i) shall have the right occurred and be continuing) be subject to appoint a successor Agent with the consent of approval by the Borrower (which consent 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 agent has accepted appointment as Administrative Agent shall have been so appointed or Collateral Agent, as applicable, by the Majority Lendersdate that is 10 days following a retiring Agent’s notice of resignation, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its Agent’s resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by a successor Agent, such successor Agent shall nevertheless thereupon succeed to and become vested with all the rights and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereundereffective, and the successor Agent Lenders shall provide written notice assume and perform all of the duties of such appointment to Agent until such time, if any, as the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote of the Majority Required 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 (ii) the Borrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until appoint a successor Agent shall be appointed pursuant to the terms of this Section 7.8administrative agent or collateral agent, as applicable. After any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VII Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person (i) into which an Administrative Agent or may be merged or consolidatedCollateral Agent, (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 wholeapplicable, shall be the successor to such Agent under this Agreement without further act of any of and the 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 terms of Section 14.9 of this Agreementother Loan Documents.

Successor Agent. Any 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 at least 30 not less than thirty (30) days’ prior written notice thereof to the Lenders, Borrowers. If the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor agent for the Banks, subject to the consent of the Borrowers, such consent not to be effective until unreasonably withheld, or (b) if a successor agent shall have been not be so appointed and approved in accordance with this Section 7.8. Upon receipt within the thirty (30) day period following the Agent’s notice to the Banks of any such noticeits resignation, then the Majority Lenders Agent shall have the right to appoint a successor Agent appoint, with the consent of the Borrower (which Borrowers, such consent shall not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenderswithheld, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which agent who shall serve as Agent until such time as the Required Banks appoint and the Borrowers consent to the appointment of a successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000agent. Upon the acceptance of its appointment as such Agent hereunder 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 rights, powers and duties of the retiring Agent 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 terminated without any other or further act or deed on the successor Agent shall provide written notice part 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 (ii) the Borrower 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 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. With respect to any Person (i) into which an former 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 parties to this Agreement. Notwithstanding anything in After the resignation of any Agent hereunder, the provisions of this Section 7.8 ARTICLE IX shall inure to the contrary, this Section 7.8 benefit of such former Agent and such former Agent shall not apply by reason of such resignation be deemed to the resignation be released from liability for any actions taken or removal of the Document Custodian, which shall be governed not taken by the terms of Section 14.9 of it while it was an Agent under this Agreement.

Successor Agent. Any Administrative Agent or Co-Agent may resign at any time as agent hereunder by giving at least 30 not fewer than thirty (30) days’ ' prior written notice thereof to Borrower and the LendersBanks. If Administrative Agent or Co-Agent shall resign under this Agreement, then whichever of Agents which shall not have resigned shall fulfill the Borrowerroles of both Administrative Agent and Co-Agent. If both Agents shall resign under this Agreement, then (a) the Services Provider Majority Banks shall appoint from among the Banks a successor agent for the Banks (with the consent of Borrower so long as an Event of Default has not occurred and S&P; provided that any such resignation by any Agent which consent shall not be effective until unreasonably withheld or delayed), or (b) if a successor agent shall have been not be so appointed and approved in accordance with this Section 7.8. Upon receipt within the thirty (30) day period following the notice to the Banks of any such noticethe resignation, the Majority Lenders then Agents shall have the right to appoint a successor Agent agent (with the consent of Borrower so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld or delayed) who shall serve as agent until such time as the Majority Banks appoint a successor agent (with the consent of Borrower (so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such Upon its appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by a successor Agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunderas agent, and the term "Administrative Agent", "Co-Agent" and "Agents" shall mean such successor Agent effective upon its appointment, and any former agent's rights, powers and duties as agent shall provide written notice be terminated without any other or further act or deed on the part 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 former agent or committed an act of willful misconduct agents 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 (ii) the Borrower 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 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. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time by giving at least 30 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 resignation or removal, (i) the Borrower, with the Services Provider and S&P; provided that any consent of the Required Lenders (such resignation by any Agent consent not to be unreasonably withheld or delayed) shall not be effective until have the right to appoint a successor agent Agent or (ii) if an Event of Default shall have been appointed occurred and approved in accordance with this Section 7.8. Upon receipt of any such noticebe continuing, then the Majority Required Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrowerappointed, and shall have accepted such appointment, within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Required Lenders)’ removal of the retiring Agent, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and in consultation with the Borrower, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000500,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, and the under this Agreement provided that if such successor Agent shall provide written notice of such appointment to have been appointed without the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote consent of the Majority Lenders exercising good faith that an Borrower, such successor Agent has acted may be replaced by the Borrower 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 consent of the removal Required Lenders so long as no Event of an Agent (i) a Lender hereunder agrees to serve as Agent Default has occurred and (ii) the Borrower 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 7.8is continuing. After any retiring Agent’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 an Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time by giving as Agent upon at least 30 days’ thirty (30) days prior written notice thereof to the LendersLenders and the Borrowers, the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall not to be effective until upon the acceptance of a successor agent shall have been appointed to its appointment as Agent. In the event the Bank sells all of its Commitment and approved in accordance with this Section 7.8. Upon receipt Revolving Loans as part of any such noticea sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Majority Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agent with agent for the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Lenders. If no successor Agent shall have been so agent is appointed by prior to the Majority Lenderseffective date of the resignation of the Agent, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to)appoint, on behalf of after consulting with the LendersLenders and Westlake, designate a successor agent from among the Lenders or, if no Lender accepts such role, the Agent may appoint Required Lenders as successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder 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 rights, powers, and duties of the retiring Agent and Agent, (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 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 (ii) the Borrower 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 7.8terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time as Agent under the Financing Documents by giving at least 30 days’ prior written notice thereof to the Lenders, the BorrowerIssuers, the Services Provider Swing Line Lender and S&P; provided that the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon 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 noticeor removal, the Majority Required Lenders 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 or delayed(provided that the Borrower shall have no consent right upon the occurrence and during the continuance of a Matured Default). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and Required Lenders or shall have accepted such appointment, appointment within 30 sixty (60) days after the retiring Agent gives Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Required Lenders)’ removal of the Agent, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Issuers, designate appoint a successor AgentAgent with the Borrower’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 such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and other financial institution having a combined capital and surplus of at least $50,000,000500,000,000 or its equivalent. Upon the acceptance of its any appointment as such 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 rights, powers, privileges 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 (ii) the Borrower 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 under this Section 7.8Agreement. After any the retiring Agent’s resignation hereunder or removal as Agent, the provisions of this Article VII XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time as Agent under the Loan Documents by giving at least 30 days’ prior written notice thereof to the LendersLenders and the Borrower. In the event of a material breach of its duties hereunder, the Borrower, Agent may be removed as Agent under the Services Provider and S&P; provided that Loan Documents at any time by the Requisite Lenders upon 30-day's prior notice. Upon 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 noticeor removal, the Majority Requisite Lenders shall have the right to appoint a successor Agent with which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the consent of the Borrower (Borrower's approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that Borrower shall, in all events, be deemed to have approved each Lender as a successor Agent). If no successor Agent shall have been so appointed by the Majority Requisite Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives resigning Agent's giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Requisite Lenders)' removal of the resigning Agent, then the retiring resigning or removed Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a total combined capital and surplus assets of at least $50,000,00050,000,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent resigning Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, and under 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 (ii) the Borrower 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 7.8Loan Documents. After any retiring resigning Agent’s 's resignation or removal hereunder as Agent, the provisions of this Article VII XII. shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any Agent may resign give written notice of resignation at any time to Lenders and Borrower and may be removed at any time with cause by giving at least 30 days’ prior written notice thereof to the Majority Lenders, the Borrower, the Services Provider and S&P; provided that . Upon 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 noticeor removal, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)' removal of Agent, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be (a) a commercial Lender or (b) another bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars ($50,000,000500,000,000). Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement. Until the acceptance by such a successor Agent, and the successor retiring 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 continue 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 (ii) the Borrower 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"Agent" hereunder. After Notwithstanding any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Article VII 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an AgentAgent under this Agreement. With respect to any Person (i) Any company into which an Agent or may be merged or consolidated, (ii) that converted or with which it may result be consolidated or any company resulting from any merger merger, conversion or consolidation to which an Agent it shall be a party or (iii) with respect any company to the Agents (other than the Administrative Agent) that which Agent may succeed to the corporate trust business and assets sell or transfer all or substantially all of any of such Agents substantially as a whole, its agency relationships shall be the successor to such Agent under this Agreement without further act the execution or filing of any of the parties to this Agreement. Notwithstanding paper or further act, anything in this Section 7.8 herein 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 terms of Section 14.9 of this Agreementcontrary notwithstanding.

Successor Agent. Any The Agent may (a) resign at any time as Agent under the Loan Documents by giving at least written notice thereof to the Lenders and the Borrower or (b) be removed as Agent by all of the Lenders and the Borrower upon 30 days’ prior written notice thereof 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 Lenders, the Borrower, the Services Provider and S&P; provided that course of performing its duties hereunder. Upon 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 noticeor removal, the Majority Requisite Lenders shall have the right to appoint a successor Agent with which appointment shall, provided no Default or Event of Default exists, be subject to the consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Majority Lenders, shall have been approved by the Borrowerimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring Agent gives current Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by giving of notice of removal of the Majority Lenders)Agent, then the retiring current Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate 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 successor appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the Agent shall be a commercial bank or a trust company organized or licensed discharged from its duties and obligations hereunder and under the laws other 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 United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Agent as if each such Lender were itself the Agent. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent current Agent, and the retiring current Agent shall be discharged from its duties and obligations hereunder, and under 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 (ii) the Borrower 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 7.8Loan Documents. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 parties to this AgreementLoan Documents. Notwithstanding anything in this Section 7.8 contained herein to the contrary, this Section 7.8 shall not apply the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementBorrower and each Lender prior written notice.

Successor Agent. Any Each Agent may resign as such at any time by giving upon at least 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Services Provider and S&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, the Majority Required Lenders shall have the right to appoint a successor Agent right, with the consent of the Borrower (which consent shall not to be unreasonably withheld or delayed), to appoint a successor Agent from among the Lenders; provided, that no consent of Borrower shall be required if an Event of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Issuing Bank, designate appoint a successor AgentAgent with the consent of Borrower (not to be unreasonably withheld), which such successor Agent shall be a commercial bank or a trust company banking institution organized or licensed under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of at least $50,000,000250 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 its appointment as such an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 . The fees payable by Borrower 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 (ii) the Borrower 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 the same as those payable to the terms of this Section 7.8its predecessor unless otherwise agreed between Borrower and such successor. After any retiring an Agent’s resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an acting as Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time by giving at least 30 thirty (30) days’ ' prior written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the BorrowerRequired Lenders will, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld 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 delayedEvent of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier thirty-day as shall be agreed by the Majority Lenders)period, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Lenders. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Loan Documents. 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. 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 If no successor to the Agents Agent has accepted appointment as Agent by the thirtieth (other than 30th) day following a retiring Agent's notice of resignation, the Administrative retiring Agent) that may succeed to 's resignation shall nevertheless thereupon become effective, and the corporate trust business and assets of any of such Agents substantially as a whole, Lenders shall be the successor to such Agent under this Agreement without further act of any thereafter perform all of the 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 duties of the Document CustodianAgent hereunder and under the other Loan Documents until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. Any (a) The Agent may resign at any time by giving at least as Agent upon 30 days’ prior written notice thereof to the Lenders and the Borrowers. If the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required L/C Lenders shall appoint from among the Lenders a successor agent for the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective until a which successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt (unless an Event of any such notice, the Majority Lenders Default shall have occurred and be continuing) be subject to approval by the right to appoint a successor Agent with the consent of the Borrower Borrowers (which consent approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the 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 been so appointed by the Majority Lenders, shall have been approved by the Borrower, occurred and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenderscontinuing), then the retiring Agent may (but shall not be obligated to), on behalf of a successor agent from among the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring Agent Agent, and the retiring 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 discharged from its duties and obligations hereunderterminated, 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 retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the successor Agent Lenders shall provide written notice of such appointment to the Lenders, the Services Provider assume and S&P. In addition, upon the affirmative vote perform all 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 duties of the removal of an Agent (i) a Lender hereunder agrees to serve hereunder, until such time, if any, as Agent and (ii) the Borrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until Required L/C Lenders appoint a successor Agent shall be appointed pursuant to the terms of this Section 7.8agent as provided for above. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. 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 and the 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 terms of Section 14.9 of this Agreementother Loan Documents.

Successor Agent. Any (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 at least 30 days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider Lenders and S&P; provided that Borrowers. Upon 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 noticeresignation, the Majority Requisite Lenders shall have the right right, upon five (5) days’ notice, to appoint a successor Agent with Agent, which is an Eligible Assignee, subject to the consent of the Borrower Borrowers (which consent shall will not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Requisite Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation resignation, then, upon five (or such earlier day as shall be agreed by the Majority Lenders)5) days’ notice, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus thereof, or any affiliate of at least $50,000,000. 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 its any appointment as such an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges, obligations 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 (ii) the Borrower 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 under this Section 7.8Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Agent may resign at any time as agent hereunder by giving at least 30 days’ not fewer than thirty (30) days prior written notice thereof to Administrative Borrower and the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any . If Agent shall not be effective until resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, for the Majority Lenders shall have the right to appoint a successor Agent (with the consent of the Administrative Borrower (so long as an Event of Default does not exist and which consent shall not be unreasonably withheld withheld), or delayed)(b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Lenders appoint a successor agent. If no successor agent has accepted appointment as Agent shall have been so appointed by the Majority Lendersdate that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall have been approved by the Borrowernevertheless thereupon become effective, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation Lenders (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf other appropriate holders of the LendersSecured Obligations) shall assume and perform all of the duties of Agent hereunder until such time, designate if any, as the Required Lenders appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000agent as provided for above. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentappointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunderas agent, and the term “Agent” means such successor Agent effective upon its appointment, and the former agent’s rights, powers and duties as agent shall provide written notice be terminated without any other or further act or deed on the part of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote former agent or any of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed parties 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 (ii) the Borrower 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 7.8Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 and the 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 terms of Section 14.9 of this Agreementother Loan Documents.

Successor Agent. Any Agent may resign at any time by giving at least 30 as administrative agent under this Agreement and the other Loan Documents upon thirty (30) 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 thereof to 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 other Loan Documents or if the Lenders shall elect to remove Agent for cause as aforesaid, then, subject to the Lendersfollowing sentence, the Borrower, Lenders shall appoint from among the Services Provider and S&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 Lenders (or an Affiliate of any such notice, the Majority Lenders shall have the right to appoint 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 Borrower (which 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 not be unreasonably withheld terminated, without any other or delayed)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. If no successor Agent shall have been so appointed has accepted appointment as administrative agent by the Majority Lendersdate that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall have been approved by the Borrowernevertheless thereupon become effective, and the Lenders shall have accepted assume and perform all of the duties of Agent hereunder until such appointmenttime, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day if any, as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring 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 (ii) the Borrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until appoint a successor Agent shall be appointed pursuant to the terms of this Section 7.8as provided for above. After any retiring Agent’s resignation hereunder as AgentAgent or removal for cause as aforesaid upon the election of the Lenders, the provisions of this Article VII 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 an Agent. 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any The Agent may may, as hereinafter provided, resign at any time by giving at least 30 45 days’ prior written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Lenders shall, after soliciting the views of the Borrower, the Services Provider and S&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, the Majority Lenders shall have the right to appoint another Lender as a successor Agent with agent (the consent of “Successor Agent”) approved by the Borrower (which consent shall such approval not to be unreasonably withheld or delayedwithheld). If no successor Successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)shall, on behalf of the Lenders, designate appoint a successor Agent, which such successor Successor Agent who shall be a commercial bank or a trust company organized or licensed under Lender approved by the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Borrower (such approval not to be unreasonably withheld). Upon the acceptance of its any appointment as such Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall thereupon be discharged from its further 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 (ii) the Borrower 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 under this Section 7.8Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. 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 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 terms of Section 14.9 of this Agreementhereunder.

Successor Agent. Any Agent may resign at any time by giving at least 30 as Agent upon ten (10) days’ prior written notice thereof to the Lenders. If Agent resigns under this Agreement, the Borrower, the Services Provider and S&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, the Majority all Lenders shall have appoint from among the right to appoint Lenders (or the affiliates thereof) a successor Agent with for the consent Lenders, which successor Agent shall (unless an Event of Default has occurred and is continuing) be subject to the approval of Borrower (which consent approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so is appointed by prior to the Majority Lenderseffective date of the resignation of Agent, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to)appoint, on behalf of after consulting with the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank from among the Lenders (or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000affiliates thereof). Upon the acceptance of its appointment as such successor Agent hereunder by a successor Agenthereunder, the Person acting as such successor Agent shall thereupon succeed to and become vested with all the rights rights, 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 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 (ii) the Borrower 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 7.8behalf. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. 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 Agreement. If no successor Agent has accepted appointment as Agent by the date ten (10) days following a retiring Agent’s notice of any resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to duties of Agent hereunder until such time, if any, as the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementLenders appoint a successor agent as provided for above.

Successor Agent. Any The Agent may resign at any time by giving at least 30 days’ 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 Agent and Borrowers (or Lenders, the Borrower, the Services Provider and S&P; provided that if applicable). Upon 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 noticeor removal, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to)shall, on behalf of the Lenders, designate a successor Agentimmediately appoint, which as its successor, another Lender; provided that such successor Agent shall be Lender is a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($50,000,000500,000,000.00). In such event, the Agent’s resignation or removal shall not be effective until the successor Agent shall have accepted its appointment. Upon the acceptance by a successor Agent of its appointment as such the Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights properties, rights, powers, privileges and duties of the former Agent, 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 retiring Agent to the Lenders pursuant to this Agreement, such Agent shall be discharged from its duties under this Agreement and obligations the other Loan Documents. If for any reason, at any time, there is no Agent hereunder, and the successor Agent shall provide written notice of then during such appointment to the Lendersperiod, the Services Provider Required Lenders shall have the right to exercise the Agent’s rights and S&P. In additionperform its duties hereunder, upon the affirmative vote of the Majority Lenders exercising good faith except 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 all notices or other communications required or permitted to serve as be given to the Agent shall be given to each Lender, and (ii) all payments to be made to the Borrower 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 made directly to the terms of this Section 7.8. After any retiring Agent’s resignation hereunder as Agent, Borrowers or 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. 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 Lender for whose account such Agents substantially as a whole, shall be the successor to such Agent under this Agreement without further act of any of the 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 terms of Section 14.9 of this Agreementpayment is made.

Successor Agent. Any The Agent may may, as hereinafter provided, resign at any time by giving at least 30 days’ ' prior written notice (the "Resignation Notice") thereof to the Lenders and the Borrower. The Majority Lenders, the Borrower, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which Borrower, provided no Event of Default is subsisting, such consent shall not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenderswithheld, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf will forthwith upon receipt of the Lenders, designate Resignation Notice appoint a successor agent (the "Successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under ") to assume the laws duties hereunder of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000resigning Agent. Upon the acceptance of its any appointment as such Agent agent hereunder by a successor Successor Agent, such successor Successor Agent shall will thereupon succeed to and become vested with all the rights rights, powers, privileges and duties as agent under the Documents of the retiring resigning Agent. Upon such acceptance, the resigning Agent and the retiring Agent shall will be discharged from its further duties and obligations hereunderas agent under the Documents, and the successor Agent shall provide written notice of but any such appointment to the Lendersresignation will not affect such resigning Agent's obligations hereunder as a Lender, the Services Provider and S&P. In addition, upon the affirmative vote including for its Rateable Portion of the Majority Lenders exercising good faith that an Commitment Amount. After the resignation of the 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 (ii) the Borrower 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 resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an Agent. 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 agent of the parties to this AgreementLenders hereunder. Notwithstanding anything in this Section 7.8 the foregoing, if the Majority Lenders fail to the contrary, this Section 7.8 shall not apply to the resignation or removal appoint a Successor Agent within 30 days of receipt of the Document CustodianResignation Notice, which shall the resigning Agent may appoint a Successor Agent from among the Lenders, with the consent of the Borrower, provided no Event of Default is subsisting, such consent not to be governed by the terms of Section 14.9 of this Agreementunreasonably withheld.

Successor Agent. Any The Agent may resign at any time as Agent under the Loan Documents by giving at least 30 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 (other than the Lender then acting as Agent) upon 30-days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and S&P; provided that Agent. Upon 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 noticeor removal, the Majority Required Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a successor Agent with which appointment shall, provided no Default or Event of Default exists, be subject to the consent of the Borrower (Borrowers’ approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that the Borrowers shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Majority Lenders, shall have been approved by the Borrowerimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)’ removal of the resigning Agent, then the retiring resigning or removed Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a total combined capital and surplus assets of at least $50,000,00050,000,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder, and under 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 (ii) the Borrower 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 7.8Loan Documents. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. (a) Any Agent may resign at any time by giving give at least 30 days’ days prior written notice thereof of its resignation to the Lenders, Lenders and the Borrower, the Services Provider and S&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 noticenotice of resignation, the Majority Required Lenders shall have the right to appoint a successor Agent with Agent; provided that, unless an Event of Default under Section 9.01(a), (f) or (g) shall have occurred and be continuing, the consent of the Borrower (which Borrower’s consent shall not be unreasonably withheld or delayed)required with respect to the appointment of such successor Agent. If no such successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate appoint a successor Agent; provided that, which unless an Event of Default under Section 9.01(a), (f) or (g) shall have occurred and be continuing, the Borrower’s consent shall be required with respect to the appointment of such successor Agent shall be a commercial bank Agent. Whether or a trust company organized or licensed under the laws 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 its appointment as such Agent hereunder by not a successor AgentAgent has been appointed, such successor Agent resignation shall thereupon succeed to and become vested effective in accordance with all such notice on the rights and duties of Resignation Effective Date. (b) With effect from the retiring Agent and Resignation Effective Date, (i) the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 other Loan Documents (except that in the case of any Collateral held by such Agent on behalf of the removal Lenders under any of an the Loan Documents, the retiring Agent (ishall continue to hold such collateral security until such time as a successor Agent is appointed) a Lender hereunder agrees to serve as Agent and (ii) the Borrower has consented all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to each Lender serving directly, until such time, if any, as Agent (which consent shall not be unreasonably withheld or delayed) until a successor Agent shall have been appointed as provided for above. Upon the acceptance of a successor Agent’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be appointed pursuant to discharged from all of its duties and obligations hereunder or under the terms of this Section 7.8other Loan Documents. After any the retiring Agent’s resignation hereunder as Agentand under the other Loan Documents, the provisions of this Article VII Article, Section 12.04 and Section 12.15 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 while it the retiring Agent was an acting as Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Agent may resign at any time as agent hereunder by giving at least 30 days’ not fewer than thirty (30) days prior written notice thereof to Borrower and the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any . If Agent shall not be effective until resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, for the Majority Lenders shall have the right to appoint a successor Agent (with the consent of the Borrower (so long as an Event of Default does not exist and which consent shall not be unreasonably withheld withheld), or delayed)(b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Lenders appoint a successor agent. If no successor agent has accepted appointment as Agent shall have been so appointed by the Majority Lendersdate that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall have been approved by the Borrowernevertheless thereupon become effective, and the Lenders shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf assume and perform all of the Lendersduties of Agent hereunder until such time, designate if any, as the Required Lenders appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000agent as provided for above. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentappointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunderas agent, and the term “Agent” means such successor Agent effective upon its appointment, and the former agent’s rights, powers and duties as agent shall provide written notice be terminated without any other or further act or deed on the part of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote former agent or any of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed parties 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 (ii) the Borrower 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 7.8Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 and the 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 terms of Section 14.9 of this Agreementother Loan Documents.

Successor Agent. Any (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 at least 30 days’ prior written notice thereof to the Lenders, Lenders and the Borrower, . Such resignation of the Services Provider and S&P; provided that Agent shall also operate as a resignation of Bankers Trust Company as Issuing Bank. Upon 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 noticeresignation, the Majority Lenders shall have the right right, upon five (5) days' notice and approval by the Borrower (which approval shall not be unreasonably withheld), to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)also serve as successor Issuing Bank. If no successor Agent (i) shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and (ii) shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation resignation, then, upon five (or such earlier day as shall be agreed by the Majority Lenders)5) days' notice, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such shall also serve as successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Issuing Bank. (b) Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 (ii) the Borrower 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 under this Section 7.8Credit Agreement. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person Agent under this Credit Agreement. (ic) into which an In the event of a material breach by the Agent or of its duties hereunder, the Agent 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 removed by the Agents Majority Lenders (other than the Administrative AgentAgent in its individual capacity and without giving effect to any Revolving Loans or Commitments made by the Agent in its individual capacity) that may succeed to for cause and the corporate trust business and assets provisions 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 parties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 10.9 shall not apply to the resignation or appointment of a successor Agent. Removal of BT Commercial Corporation as Agent shall also operate as a removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementBankers Trust Company as Issuing Bank.

Successor Agent. Any The Person then acting as the Agent may resign at any time by giving at least 30 as Agent upon thirty (30) days’ prior written notice thereof to the LendersLenders and to Borrower. If such Person shall resign as Agent under this Agreement, the Borrower, Required Lenders shall appoint from among the Services Provider and S&P; provided that any such resignation by any Agent shall not be effective until Lenders a successor agent shall have been appointed for the Lenders which appointment shall, so long as no Event of Default has occurred and approved in accordance with this Section 7.8. Upon receipt of any such noticeis continuing, be subject to the Majority Lenders shall have the right to appoint a successor Agent with the consent approval of the Borrower (which consent approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so agent is appointed by prior to the Majority Lenderseffective date of the resignation of the Agent, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate thereupon appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under agent from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Lenders reasonably acceptable to Borrower. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, 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 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 (ii) the Borrower 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 7.8terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. 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 Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of any resignation (or, if later, ten (10) days after the date upon which the Agent designates a successor agent), the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the 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 duties of the Document CustodianAgent hereunder until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor agent as provided for above.

Successor Agent. Any The Agent may resign at any time as Agent under the Loan Documents by giving at least 30 written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Agent), as a result of the Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30-days’ prior written notice thereof to the Lenders, the Borrower, the Services Provider and S&P; provided that Agent. Upon 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 noticeor removal, the Majority Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint a successor Agent with which appointment shall, provided no Default or Event of Default exists, be subject to the consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its Affiliates that are Qualified Institutions as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Majority Lenders, shall have been approved by the Borrowerimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)’ removal of the resigning Agent, then the retiring resigning or removed Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a total combined capital and surplus assets of at least $50,000,00050,000,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder, and under 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 (ii) the Borrower 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 7.8Loan Documents. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any (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 30 daysthirty (30) Business Days’ prior written notice thereof to Administrative Borrower and each Lender. Such resignation shall take effect upon the Lendersacceptance 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 Borrower, the Services Provider and S&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, the Majority Required Lenders shall have the right to appoint a successor Agent with who, in the consent absence of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lendersa continuing Event of Default, shall have been approved by be reasonably satisfactory to the BorrowerBorrowers; provided, and shall have accepted such appointmenthowever, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as ▇▇▇▇▇ Fargo Retail shall be agreed by deemed satisfactory to the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Borrowers. Upon the acceptance of its any appointment as such the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, under this Agreement 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 (ii) the Borrower 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 7.8other Loan Documents. After any retiring the Agent’s resignation hereunder as the Agent, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 and the other Loan Documents. (c) If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent shall then appoint a successor Agent who, if an Event of any of the parties to this Agreement. Notwithstanding anything in this Section 7.8 Default is not continuing, shall be reasonably satisfactory to the contraryBorrowers, this Section 7.8 who shall not apply to serve as the resignation or removal of Agent until such time, if any, as the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor Agent as provided above.

Successor Agent. Any (a) The Agent may resign at any time by giving at least 30 days’ prior written notice thereof to the Lenders, Banks and the Borrower, Borrower and may be removed at any time with or without cause by the Services Provider and S&P; provided that Required Banks. Upon 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 noticeor removal, the Majority Lenders Required Banks shall have the right to appoint a successor Agent with the consent which, if such successor Agent is not a Bank and no Event of Default shall have occurred and is continuing, is approved by the Borrower (which consent shall approval will not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Majority LendersRequired Banks (and, shall have been if not a Bank, approved by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)Required Banks’ removal of the retiring Agent, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersBanks, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000500,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, under this Agreement 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 (ii) the Borrower 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 7.8other Loan Documents. After any retiring Agent’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 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 AgentIssuing Bank. With respect to any Person Upon the acceptance of a successor’s appointment as Agent hereunder, (i) into which an Agent or may be merged or consolidatedsuch successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Bank, and (ii) that may result from any merger or consolidation to which an Agent the retiring Swingline Bank shall be a party discharged from all of its duties and obligations hereunder or (iii) with respect to under 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any Agent may resign at any time as agent hereunder by giving at least 30 days’ not fewer than thirty (30) days prior written notice thereof to Borrower and the Lenders, the Borrower, the Services Provider and S&P; provided that any such resignation by any . If Agent shall not be effective until resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, for the Majority Lenders shall have the right to appoint a successor Agent (with the consent of the Borrower (so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld withheld), or delayed)(b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Lenders appoint a successor agent. If no successor agent has accepted appointment as Agent shall have been so appointed by the Majority Lendersdate that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall have been approved by the Borrowernevertheless thereupon become effective, and the Lenders shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf assume and perform all of the Lendersduties of Agent hereunder until such time, designate if any, as the Required Lenders appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000agent as provided for above. Upon the acceptance of its appointment as such Agent hereunder by a successor Agentappointment, such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunderas agent, and the term “Agent” means such successor Agent effective upon its appointment, and the former agent’s rights, powers and duties as agent shall provide written notice be terminated without any other or further act or deed on the part of such appointment to the Lenders, the Services Provider and S&P. In addition, upon the affirmative vote former agent or any of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed parties 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 (ii) the Borrower 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 7.8Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 and the 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 terms of Section 14.9 of this Agreementother Loan Documents.

Successor Agent. Any Each Agent may resign at any time by giving at least as Administrative Agent and/or the Collateral Agent, as applicable, upon 30 days’ prior written notice thereof to the Lenders, Lenders and the Borrower, the Services Provider and S&P; provided that any such resignation by . If any Agent shall not be effective until resign as an Agent under this Agreement and the other Loan Documents to which it is a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such noticeparty, then the Majority Lenders shall have the right to appoint a successor agent for the Lenders, which successor agent shall succeed to the rights, powers and duties of such Agent with hereunder; provided that so long as a Default or Event of Default has not occurred and is continuing, the prior consent of the Borrower (which shall be required prior to the appointment of such successor agent; and provided further that such consent from the Borrower shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by Effective upon such appointment and approval, the Majority Lendersterm “Administrative Agent” and/or “Collateral Agent,” as applicable, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which mean such successor Agent shall be a commercial bank or a trust company organized or licensed under agent, and, effective upon the laws 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 its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder, and the successor Agent shall provide written notice earlier of such appointment to and the Lendersexpiration of such 30 days’ notice, the Services Provider former Agent’s rights, powers and S&P. In additionduties as Administrative Agent and/or Collateral Agent, upon as applicable, shall be terminated, in either case, without any other or further act or deed on the affirmative vote part of such former Agent or any of the Majority Lenders exercising good faith that an Agent has acted with gross negligence parties to this Agreement 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 any holders of the removal of an Agent (i) a Lender hereunder agrees to serve as Agent and (ii) the Borrower 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 7.8Loans. After any retiring Agent’s resignation hereunder as Agentin such capacity, the provisions of this Article VII ‎Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Administrative Agent and/or Collateral Agent. 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 as applicable, under this Agreement and the other Loan Documents to which an it is a party. Whether or not a successor has been appointed, such resignation shall become effective upon the expiry of the 30 days’ notice, provided that the parties hereto acknowledge and agree that, for purposes of any right of pledge governed by the laws of the Netherlands, including the Dutch CV Pledge, any resignation by the Collateral Agent shall not be a party or (iii) effective with respect to its rights and obligations under the Agents (other than Parallel Debt(s), until such rights and obligations have been assumed by the Administrative successor Collateral Agent) that may succeed . Without prejudice to the corporate trust business provisions of this Agreement and assets the other Loan Documents, the Collateral Agent will reasonably cooperate in the assumption of its rights and obligations under or in connection with the Parallel Debt(s) by any of such Agents substantially as a whole, shall be the successor and will reasonably cooperate in transferring to such successor Collateral Agent all rights under this the Foreign Pledge Agreement without further act of any of the 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 extent governed by the terms laws of Section 14.9 of this Agreementthe Netherlands.

Successor Agent. Any The Agent may resign at any time by giving at least 30 ten (10) days’ prior written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the BorrowerRequired Lenders will, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld 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 delayedEvent of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier ten-day as shall be agreed by the Majority Lenders)period, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Lenders. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Credit Documents. After any retiring Agent’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. 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 If no successor to the Agents Agent has accepted appointment as Agent by the thirtieth (other than 30th) day following a retiring Agent’s notice of resignation, the Administrative retiring Agent) that may succeed to ’s resignation shall nevertheless thereupon become effective, and the corporate trust business and assets of any of such Agents substantially as a whole, Lenders shall be the successor to such Agent under this Agreement without further act of any thereafter perform all of the 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 duties of the Document CustodianAgent hereunder and under the other Credit Documents until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. Any 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 at least 30 daysten Business Days’ prior written notice thereof to the Lendersother Agent, the BorrowerAdministrative Borrower and the Lenders. Upon any such notice of resignation, the Services Provider and S&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, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Collateral Agent, as applicable. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which Agent from among the Lenders or from among those financial institutions who regularly provide such successor Agent shall be a commercial bank or a trust company organized or licensed under services in the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000New York financial markets. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such that successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent 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 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 (ii) the Borrower 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 resignation hereunder as Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this Agreementhereunder.

Successor Agent. Any Subject to the appointment and acceptance of a successor agent as provided in this Section 11.17, the Agent may resign at any time by giving at least 30 days’ prior written notice thereof to each of the Lenders, Lenders and the Borrower, and the Services Provider and S&P; Agent may be removed at any time for cause by the Lenders other than the Agent in its capacity as a Lender (the "Remaining Lenders") provided that Remaining Lenders holding Commitments of eighty percent (80%) or more of the Commitments of all the Remaining Lenders consent to such removal. Upon 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 noticeor removal, the Majority Remaining Lenders shall have the right to appoint a successor Agent agent with the consent written approval of the Borrower (which consent shall such approval not to be unreasonably withheld or delayedwithheld). Any successor agent appointed under this Section 11.17 shall be a Lender which has offices in Calgary, Alberta and Toronto, Ontario. If no successor Agent agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Remaining Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives agent's giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Remaining Lenders)' removal of the retiring agent, then the retiring Agent may (but shall not be obligated to)agent may, on behalf of the LendersLenders and with the written approval of the Borrower (such approval not to be unreasonably withheld), designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000agent. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, agent such successor Agent agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent agent as Agent, and the retiring Agent 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 under this Agreement 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 (ii) the Borrower 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 7.8Agent. After any retiring Agent’s agent's resignation or removal hereunder as the Agent, the provisions of this Article VII Agreement shall inure to continue in effect for its benefit as to and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by it the retiring agent while it was an acting as the Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time by giving at least 30 upon sixty (60) days’ ' prior written notice thereof to the Borrower and the Lenders. The Agent may be removed with or without cause by the Required Lenders (and, the Borrowerso long as no Default or Event of Default has occurred and is continuing, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (Borrower, which consent shall not be unreasonably withheld withheld), at any time upon sixty (60) days' prior written notice to the Borrower and the Agent. Such resignation or delayedremoval, 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 Agent. If no successor Agent shall have been so appointed by within such sixty-day period, the Majority LendersAgent may appoint, shall have been approved by after consulting with the Lenders and the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of a successor agent from among the Lenders, designate who shall serve as Agent until such time, if any, as the Required Lenders shall have appointed a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000as provided hereinabove. Upon the written acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Loan Documents. 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. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Agent may resign at any time by giving at least 30 days’ prior written give notice thereof of its resignation to the Lenders, each Issuing Lender and the Borrower, the Services Provider and S&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 noticenotice of resignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent successor, which shall be a bank with an office in the consent United States, or an Affiliate of any such bank with an office in the Borrower (which consent shall not be unreasonably withheld or delayed)United States. If no such successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the LendersLenders and each Issuing Lender, designate appoint a successor Agent, which such successor Agent meeting the qualifications set forth above; provided that if the Agent shall be a commercial bank or a trust company organized or licensed under notify the laws of Borrower and the United States of America or of any State thereof Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent and (a) the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 other Credit Documents (except that in the case of any collateral security held by the removal Agent on behalf of an the Lenders or any Issuing Lender under any of the Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ib) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time as the Required Lenders appoint a Lender hereunder agrees to serve successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (iior retired) Agent, and the retiring (or retired) Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower 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 the same as those payable to its predecessor unless otherwise agreed between the terms of this Section 7.8Borrower and such successor. After any the retiring Agent’s resignation hereunder as Agentand under the other Credit Documents, the provisions of this Article VII and Section 11.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was an acting as Agent. With respect Any resignation by Bank of America as Agent pursuant to any Person this Section shall also constitute its resignation as Swingline Lender and as an Issuing Lender under this Credit Agreement. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) into which an Agent or may be merged or consolidatedsuch successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) that may result from any merger or consolidation to which an Agent the retiring Issuing Lender and Swingline Lender shall be a party discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets such Letters 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 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 terms of Section 14.9 of this AgreementCredit.

Successor Agent. Any The Agent may resign at any time as Agent by giving at least 30 not less than thirty (30) days’ prior written notice thereof to the Borrower and the Lenders. If the Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, subject to the consent of the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent shall consent not to be effective until unreasonably withheld, or (b) if a successor agent shall have been not be so appointed and approved in accordance with this Section 7.8. Upon receipt within the thirty (30) day period following the Agent’s notice to the Lenders of any such noticeits resignation, then the Majority Lenders Agent shall have the right to appoint a successor Agent 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 (which consents to the appointment of a successor agent, provided, that the consent of the Borrower shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice required if any Event of its resignation (or such earlier day as shall be agreed by the Majority Lenders), Default then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000exists. Upon the acceptance of its appointment as such Agent hereunder 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 rights, powers and duties of the retiring Agent 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 terminated without any other or further act or deed on the successor Agent shall provide written notice part 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 (ii) the Borrower 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 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. With respect to any Person (i) into which an former 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 parties to this Agreement. Notwithstanding anything in After the resignation of any Agent hereunder, the provisions of this Section 7.8 Article XII shall inure to the contrary, this Section 7.8 benefit of such former Agent and such former Agent shall not apply by reason of such resignation be deemed to the resignation be released from liability for any actions taken or removal of the Document Custodian, which shall be governed not taken by the terms of Section 14.9 of it while it was an Agent under this Agreement.

Successor Agent. Any The Agent may resign at any time by giving at least 30 thirty --------------- (30) days’ ' prior written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the BorrowerRequired Lenders will, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld 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 delayedEvent of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier thirty-day as shall be agreed by the Majority Lenders)period, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Lenders. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Credit Documents. 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. 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 If no successor to the Agents Agent has accepted appointment as Agent by the thirtieth (other than 30th) day following a retiring Agent's notice of resignation, the Administrative retiring Agent) that may succeed to 's resignation shall nevertheless thereupon become effective, and the corporate trust business and assets of any of such Agents substantially as a whole, Lenders shall be the successor to such Agent under this Agreement without further act of any thereafter perform all of the 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 duties of the Document CustodianAgent hereunder and under the other Credit Documents until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. Any Agent may resign at any time by giving at least 30 days’ ten (10) days prior written notice thereof to the 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, the Borrower, the Services Provider and S&P; provided that . Upon 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 noticeor removal, the Majority Required Lenders shall have the right to appoint on behalf of the Lenders a successor Agent with which successor Agent shall, absent the consent occurrence and continuance of a Default or Unmatured Default, be consented to by the Borrower Company (which consent shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 ten (10) days after the retiring Agent gives Agent's giving notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to), appoint on behalf of the Lenders, designate Lenders a successor AgentAgent which successor Agent shall, which such absent the occurrence and continuance of a Default or Unmatured Default, be acceptable to the Company. Such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of at least $50,000,000500,000,000. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its any further duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Loan Documents. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Article VII 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 an Agent. With respect to any Person (i) into which an acting as the 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 hereunder and under 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 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 terms of Section 14.9 of this AgreementLoan Documents.

Successor Agent. Any The Agent may resign at any time by giving at least 30 ten (10) days’ ' prior written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the BorrowerRequired Lenders will, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld 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 delayed)Event of Default shall have occurred and be continuing. If no successor to the Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier ten-day as shall be agreed by the Majority Lenders)period, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Lenders. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Credit Documents. 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. 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 If no successor to the Agents Agent has accepted appointment as Agent by the thirtieth (other than 30th) day following a retiring Agent's notice of resignation, the Administrative retiring Agent) that may succeed to 's resignation shall nevertheless thereupon become effective, and the corporate trust business and assets of any of such Agents substantially as a whole, Lenders shall be the successor to such Agent under this Agreement without further act of any thereafter perform all of the 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 duties of the Document CustodianAgent hereunder and under the other Credit Documents until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. Any The Agent may resign at any time as Agent under the Loan Documents by giving at least 30 days’ prior written notice thereof to the Lenders, Lenders and the Borrower, . The Agent may be removed as Agent under the Services Provider and S&P; provided that Loan Documents for gross negligence or wilfull misconduct by all Lenders (other than the Lender then acting as Agent) upon 30 day’s prior notice. Upon 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 noticeor removal, the Majority Requisite Lenders (which in the case of the removal of the Agent as provided in the immediately preceding sentence, shall be determined without regard to the Commitment of the Lender then acting as Agent) shall have the right to appoint a successor Agent with which appointment shall, provided no Default or Event of Default exists, be subject to the consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Majority Lenders, shall have been approved by the Borrowerimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring Agent gives current Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)’ removal of the current Agent, then the retiring current Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of Lender, if any State thereof Lender shall be willing to serve, and having a combined capital and surplus of at least $50,000,000otherwise shall be an Eligible Assignee. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent current Agent, and the retiring current Agent shall be discharged from its duties and obligations hereunder, and under 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 (ii) the Borrower 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 7.8Loan Documents. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 parties to this AgreementLoan Documents. Notwithstanding anything in this Section 7.8 contained herein to the contrary, this Section 7.8 shall not apply the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementBorrower and each Lender prior written notice.

Successor Agent. Any Each Agent may resign at any time by giving at least upon 30 days’ prior written notice thereof to the LendersPurchasers and Borrower. If the Administrative Agent is not performing its role hereunder as Administrative Agent, the Borrower, Administrative Agent may be removed as the Services Provider Administrative Agent hereunder at the request of the Borrower and S&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 7.8the Required Purchasers. Upon receipt of any such noticenotice of resignation or upon such removal, the Majority Lenders Required Purchasers shall have the right right, with the Borrower’s consent (unless an Event of Default under Section 5.4(a), (e), (g) or (h) has occurred and is continuing), to appoint a successor Agent successor, which shall be a bank with an office in the consent United States, or an Affiliate of any such bank with an office in the Borrower (which consent shall not be unreasonably withheld or delayed)United States. If no such successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Purchasers and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders“Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), ) on behalf of the LendersPurchasers, designate appoint a successor Agent, which such successor Agent shall be a commercial bank an Approved Bank with an office in New York, New York, or a trust company organized or licensed under the laws of the United States of America or an Affiliate of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring 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 PersonApproved Bank; provided that in the case of the removal of an Agent (i) a Lender hereunder agrees to serve as Agent and (ii) the Borrower has consented to if no successor shall have been so appointed, 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 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 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. With respect to any Person (i) into which an Agent or may be merged or consolidatedRequired Purchasers and the Borrower may, (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 wholeextent permitted by applicable law, shall be the successor by notice in writing to such Person remove such Person as Agent under this Agreement without further act of any and, with the consent of the parties to this AgreementBorrower, appoint a successor. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 If no such successor shall not apply to the resignation or removal of the Document Custodian, which shall be governed have been so appointed by the terms of Section 14.9 of this AgreementRequired Purchasers and shall have accepted such appointment within 30 days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Successor Agent. Any Agent may resign give written notice of resignation at any time to Lenders and Borrower and may be removed at any time with cause by giving at least 30 days’ prior written notice thereof to the Majority Lenders, the Borrower, the Services Provider and S&P; provided that . Upon 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 noticeor removal, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)' removal of the retiring Agent, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars ($50,000,000500,000,000). Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement. Until the acceptance by such a successor Agent, and the successor retiring 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 continue 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 (ii) the Borrower 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"Agent" hereunder. After Notwithstanding any retiring Agent’s 's resignation or removal hereunder as Agent, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an AgentAgent under this Agreement. With respect to any Person (i) Any company into which an Agent or may be merged or consolidated, (ii) that converted or with which it may result be consolidated or any company resulting from any merger merger, conversion or consolidation to which an Agent it shall be a party or, with Borrower's consent, any company to which Agent may sell or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets transfer all or substantially all of any of such Agents substantially as a whole, its agency relationships shall be the successor to such Agent under this Agreement without further act the execution or filing of any of the parties to this Agreement. Notwithstanding paper or further act, anything in this Section 7.8 herein 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 terms of Section 14.9 of this Agreementcontrary notwithstanding.

Successor Agent. Any The Agent may resign may, at any time by giving at least time, resign upon 30 days’ prior days written notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Borrower, Borrower with the Services Provider and S&P; provided that any consent of the Required Lenders (such resignation by any Agent shall consent of the Required Lenders not to 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, the Majority Lenders unreasonably withheld or delayed) shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by and shall have accepted such appointment within 30 days after the Majority Lendersnotice of resignation, then the retiring Agent shall in consultation with the Borrower, select a successor Agent provided such successor is a Lender hereunder or qualifies as an Eligible Assignee (or if no Eligible Assignee shall have been approved so appointed by the Borrower, retiring Agent and shall have accepted such appointment, within 30 days after then the Lenders shall perform all obligations of the retiring Agent gives notice of its resignation (or hereunder until such earlier day time, if any, as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof have been appointed and having a combined capital and surplus of at least $50,000,000shall have accepted such appointment as provided for above). Upon the acceptance of its any appointment as such Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 (ii) the Borrower 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 resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article VII Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 Credit Agreement; provided, if such successor Agent shall have been appointed without further act of any the consent of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to Borrower, such successor Agent may be replaced by the contrary, this Section 7.8 shall not apply to Borrower with the resignation or removal consent of the Document Custodian, which shall be governed by the terms Required Lenders so long as no Event of Section 14.9 of this AgreementDefault has occurred and is continuing.

Successor Agent. Any The Agent may resign at any time by giving at least 30 thirty (30) days’ ' prior written notice thereof to the Borrower and the Lenders, . Upon any such notice of resignation and with the prior consent of the Borrower, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld 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 delayedEvent of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation such thirty (or such earlier day as shall be agreed by the Majority Lenders)30)-day period, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Lenders. Upon the acceptance of its any appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, hereunder and under 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 (ii) the Borrower 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 7.8other Loan Documents. 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. 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 If no successor to the Agents Agent has accepted appointment as Agent by the thirtieth (other than 30th) day following a retiring Agent's notice of resignation, the Administrative retiring Agent) that may succeed to 's resignation shall nevertheless thereupon become effective, and the corporate trust business and assets of any of such Agents substantially as a whole, Lenders shall be the successor to such Agent under this Agreement without further act of any thereafter perform all of the 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 duties of the Document CustodianAgent hereunder and under the other Loan Documents until such time, which shall be governed by if any, as the terms of Section 14.9 of this AgreementRequired Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. Any Each Agent may resign as such at any time by giving upon at least 30 days’ ' prior written notice thereof to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Services Provider and S&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, the Majority Required Lenders shall have the right right, with, so long as no Default or Event of Default shall have occurred and be continuing, the consent of Borrower, to appoint a successor Agent with from among the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Lenders. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)resignation, then the retiring Agent may (but shall not be obligated to)may, on behalf of the LendersLenders and the Issuing Bank and without Borrower's consent, designate appoint a successor Agent, which such successor Agent shall be a commercial bank or a trust company banking institution organized or licensed under the laws of the United States of America (or of any State thereof and thereof) or a United States branch or agency of a commercial banking institution, in each case, having a combined capital and surplus of at least $50,000,000250 million; provided 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 its appointment as such an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges 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 . The fees payable by Borrower 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 (ii) the Borrower 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 the same as those payable to the terms of this Section 7.8its predecessor unless otherwise agreed between Borrower and such successor. After any retiring an Agent’s 's resignation hereunder as Agenthereunder, the provisions of this Article VII IX and Section 10.03 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 an acting as Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any Agent may resign at any time by giving at least 30 days’ prior written as Agent upon 45 days notice thereof to the Lenders (or such shorter period agreed to by the Agent and the Required Lenders). If Agent resigns under this Agreement, the Required Lenders (with Borrower, the Services Provider and S&P; provided that any such resignation by any Agent ’s approval which shall not be effective until a successor agent unreasonably withheld, as long as an Event of Default shall not have been appointed occurred and approved in accordance with this Section 7.8. Upon receipt of any such notice, the Majority Lenders then be continuing) shall have the right to appoint a successor Agent with for the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Lenders. If no successor Agent shall have been so is appointed by prior to the Majority Lenderseffective date of the resignation of Agent, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but shall not be obligated to)appoint, on behalf of after consulting with the Lenders, designate a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, which such the Required Lenders may agree in writing to remove and replace Agent with a successor Agent shall be a commercial bank or a trust company organized or licensed under from among the laws of the United States of America or of Lenders. In any State thereof and having a combined capital and surplus of at least $50,000,000. Upon such event, upon the acceptance of its appointment as such successor Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the rights rights, 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 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 (ii) the Borrower 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 7.8terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 Agreement. If no successor Agent has accepted appointment as Agent by the effective date of any a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to duties of Agent hereunder until such time, if any, as the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementLenders appoint a successor Agent as provided for above.

Successor Agent. Any Agent may resign at any time by giving at least 30 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, the Borrowerhowever, the Services Provider and S&P; provided that any such resignation by any removal of the Administrative Agent shall 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 successor agent shall have been appointed and approved in accordance with this Section 7.8Defaulting Lender. Upon receipt of any such noticeresignation or removal, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)Agent. If no successor Agent shall have been so appointed by the Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders)’ removal of the retiring Agent, then the retiring Agent may (but shall not be obligated to)may, on behalf of the Lenders, designate appoint a successor Agent, which such successor in the case of the Administrative Agent shall be a commercial bank or a trust company organized or licensed under the laws of Argentina or the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000Bahamas. Upon the acceptance of its any appointment as such 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 rights, powers, discretion, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, and under the 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 provide written notice of have been appointed and shall have accepted such appointment to appointment, then on such day (a) the Lendersretiring Agent’s resignation or removal shall become effective, (b) the Services Provider retiring Agent shall thereupon be discharged from its duties and S&P. In addition, upon obligations under the affirmative vote of Credit Documents and (c) the Majority Lenders exercising good faith that an shall thereafter perform all duties of the retiring Agent has acted with gross negligence or committed an act of willful misconduct or failed to act under the Credit Documents until such time, if any, 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 (ii) the Borrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until appoint a successor Agent shall be appointed pursuant to the terms of this Section 7.8as provided above. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an AgentAgent under the Credit Documents. With respect If the Person serving as Administrative Agent is a Defaulting Lender pursuant to any 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 shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (i) into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent such earlier day as 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 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 agreed by the terms of Section 14.9 of this AgreementMajority Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Successor Agent. Any Agent may resign at any time by giving at least 30 days’ prior written as Agent upon 45 days notice thereof to the LendersLenders (unless such notice is waived by the Required ▇▇▇▇▇▇▇) and Borrower. If Agent resigns under this Agreement, the Borrower, the Services Provider and S&P; provided that any such resignation by any Agent Required ▇▇▇▇▇▇▇ 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, the Majority Lenders shall have the right to appoint a successor Agent for the Lenders with the consent of the Borrower (▇▇▇▇▇▇▇▇, so long as no Event of Default shall have occurred and be continuing, which consent shall not be unreasonably withheld or delayed)withheld. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent shall appoint, after consulting with the Lenders and ▇▇▇▇▇▇▇▇, a successor Agent from among the Lenders. 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 been so appointed by the Majority Lendersoccurred and be continuing, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring Agent may (but which consent shall not be obligated to)unreasonably withheld. In any such event, on behalf of the Lenders, designate a successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws 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 upon the acceptance of its appointment as such successor Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the rights rights, 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 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 (ii) the Borrower 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 7.8terminated. After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Article VII Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. 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 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 terms of Section 14.9 of this Agreement.

Successor Agent. Any The Collateral Agent may resign as Collateral Agent at any time by giving at least 30 upon thirty (30) days’ prior written notice thereof to the LendersBuyers and the Company. If the Collateral Agent resigns, the BorrowerRequired Holders shall, the Services Provider and S&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, the Majority Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (Company in the absence of any Event of Default, which consent shall not be unreasonably withheld withheld, conditioned or delayed), appoint from among the Buyers a successor collateral agent. If no successor Agent shall have been so collateral agent is appointed by prior to the Majority Lenderseffective date of the resignation of the Collateral Agent, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders), then the retiring resigning Collateral Agent may (but shall not be obligated to)appoint, on behalf after consulting with the Buyers and, so long as no Event of Default then exists, the LendersCompany, designate a as successor Agent, which such successor Agent shall be a commercial bank or a trust company organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000collateral agent. Upon the acceptance of its appointment as such successor Collateral Agent hereunder by a successor Agenthereunder, such successor Agent collateral agent shall thereupon succeed to and become vested with all the rights rights, 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 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 (ii) the Borrower 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 7.8terminated. After any retiring Collateral Agent’s resignation hereunder as Agenthereunder, the provisions of this Article VII 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 an the Collateral Agent. With respect to any Person If no successor collateral agent has accepted appointment as Collateral Agent by the date which is thirty (i30) into which an Agent or may be merged or consolidateddays following a retiring Collateral Agent’s notice of resignation, (ii) that may result from any merger or consolidation to which an Agent the retiring Collateral Agent’s resignation shall be a party or (iii) with respect to nevertheless thereupon become effective and 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, Required Holders shall be the successor to such Agent under this Agreement without further act of any perform all of the parties to this Agreement. Notwithstanding anything in this Section 7.8 to duties of Collateral Agent hereunder until such time, if any, as the contrary, this Section 7.8 shall not apply to the resignation or removal of the Document Custodian, which shall be governed by the terms of Section 14.9 of this AgreementRequired Holders appoint a successor collateral agent as hereinabove provided.