Common use of Successor Agents Clause in Contracts

Successor Agents. An Appropriate Agent may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removed. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilities, 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 Appropriate Agent as to any Facility under this Agreement.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII 9 and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as a L/C Issuer and Swing Line Lender pursuant to Sections 2.03(q) and 2.04(h).

Successor Agents. An Appropriate The Administrative Agent and the Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice thereof to the Lenders and Parent Borrower. If the Borrowers and may be removed as to any of Administrative Agent or the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalCollateral Agent resigns under this Agreement, the Required Lenders shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removed. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf of the Lenders, appoint a successor Appropriate Agentsuccessor, which shall be a commercial bank having with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a combined capital successor agent shall require the consent of Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and surplus of at least $5,000,000,000Parent Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Appropriate Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent Administrative Agent’s or retiring Collateral Agent’s resignation, as to such Facilityapplicable, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate the Administrative Agent or the Collateral Agent, as to any of the Facilitiesapplicable, the provisions of this Article VII IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate the Administrative Agent or the Collateral Agent, as to any Facility applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by Parent Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between Parent Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall, at its election, also constitute its resignation as L/C Issuer and as Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights, powers, privileges and duties of the Swing Line Lender hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date of its resignation as Swing Line Lender, including the right to require the Lenders to make Base Rate Loans or fund risk participations in in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by Parent Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer or Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Successor Agents. An Appropriate The Administrative Agent, the Collateral Agent or the Collateral Monitoring Agent may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed as to any Borrower, but such resignation shall not become effective until acceptance by a successor agent of the Facilities at any time with or without cause by the Required Lendersits appointment pursuant hereto. Upon any such resignation or removalresignation, the Required Lenders retiring Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable) shall have the right to promptly appoint a successor Appropriate Agent agent from among the Lenders; provided, that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders, the Issuing Bank and the Borrower; provided, however, that such approval by the Borrower shall not be required at any time when a Default or Event of the Facilities as to which such Appropriate Agent Default has resigned or been removedoccurred and is continuing. If no successor Appropriate Agent agent shall have been so appointed by the Required Lendersretiring Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable) and shall have accepted such appointment, within 30 days after the retiring Appropriate Agentagent's giving of notice of resignation or resignation, the Required Lenders' removal of the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf of the Lenders, Borrower may appoint a successor Appropriate Agentas agent (provided, that such successor is reasonably acceptable to the Required Lenders and the Issuing Bank), which shall be either a Lender or a commercial bank having organized under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least $5,000,000,000250,000,000. Upon the acceptance of any appointment as Appropriate Administrative Agent, Collateral Agent or Collateral Monitoring Agent (as applicable) hereunder by a successor Appropriate Agent as to any of the Facilitiesagent, such successor Appropriate Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable), and the retiring Appropriate Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable) shall be discharged from its duties and obligations under this Credit Agreement. Upon , the acceptance of other Fundamental Documents and any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaidcredit documentation. After any retiring Appropriate Administrative Agent's, retiring Collateral Agent's or retiring Collateral Monitoring Agent's (as applicable) resignation or removal hereunder as Appropriate Administrative Agent, Collateral Agent or Collateral Monitoring Agent (as to any of the Facilitiesapplicable), the provisions of this Article VII 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent, Collateral Agent or Collateral Monitoring Agent (as to any Facility applicable) under this AgreementCredit Agreement and the other Fundamental Documents.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Bank of America as Administrative Agent and Collateral Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender pursuant to Sections 2.03(s) and 2.04(i).

Successor Agents. An Appropriate The Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving 30 days' prior written notice thereof to the Lenders and Secured Parties (or, as to any Secured Parties for which a Representative is acting, to such Representative), with a copy of such notice to the Borrowers and Company. The Collateral Agent may be removed as to any of the Facilities at any time with or without for cause by the Required LendersMajority Debentureholders by written notice thereof to the Collateral Agent and the other Secured Parties at least 10 business days prior to the effective date of such removal. Upon any such resignation or removal, the Required Lenders Majority Debentureholders shall have the right to appoint a successor Appropriate to the Collateral Agent as to such with the prior written consent of the Facilities as to Company (which such Appropriate Agent has resigned or been removedconsent shall not be unreasonably withheld). If no successor Appropriate Collateral Agent shall have been so appointed by the Required Lenders, and Majority Debentureholders or shall have accepted such appointment, appointment within 30 days after the retiring Appropriate Agent's giving of notice of resignation or notice of removal, as the Required Lenders' removal of the retiring Appropriate Agentcase may be, then the retiring Appropriate resigning or removed Collateral Agent may, on behalf of the LendersSecured Parties with the prior written consent of the Company (which consent shall not be unreasonably withheld), appoint a successor Appropriate Collateral Agent. If the resigning or removed Collateral Agent does not appoint a successor Collateral Agent, which the Company may appoint a successor Collateral Agent. Any successor Collateral Agent shall be a commercial bank or 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 $5,000,000,000250,000,000. The Collateral Agent may be, but is not required to be, the Debenture Trustee under the Indenture. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of the FacilitiesCollateral Agent, such successor Appropriate Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Appropriate resigning or removed Collateral Agent, and the retiring Appropriate resigning or removed Collateral Agent shall be discharged from its duties and obligations hereunder (and under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilitiesother Financing Documents, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaidif applicable). After any retiring Appropriate resigning or removed Collateral Agent's resignation or removal hereunder as Appropriate Agent as to any of the FacilitiesCollateral 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 Appropriate Agent as to any Facility under this Agreementa Collateral Agent.

Successor Agents. An Appropriate Any Agent may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to the Lenders and the Borrowers and Borrower. Without limiting its ability to resign hereunder at any other time, any Administrative Agent shall be deemed to have resigned upon written notice made by the Borrower to the Agents, which notice the Borrower shall be entitled to deliver hereunder in the event that the Borrower determines that it may be removed as required to pay any additional amounts pursuant to the provisions of SECTION 2.14(E) hereof with respect to the Facilities at any time with or without cause by the Required LendersMichigan Single Business Tax. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint appoint, on behalf of the Lenders (without any consent required from the Borrower), a successor Appropriate Administrative Agent, Collateral Agent or Syndication Agent, as to such applicable; PROVIDED, HOWEVER, upon any resignation (or deemed resignation) by Michigan National as the Administrative Agent, ABN AMRO shall, without further action on the part of the Facilities Lenders be appointed as the successor Administrative Agent (provided it shall have the right to which decline such Appropriate appointment); PROVIDED, FURTHER, upon any resignation by ABN AMRO as the Syndication Agent has resigned or been removedand/or Collateral Agent, Michigan National shall, without further action on the part of the Lenders be appointed as the successor Syndication Agent and/or Collateral Agent (provided it shall have the right to decline such appointment). If no such successor Appropriate Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Appropriate Administrative Agent, which Collateral Agent or Syndication Agent, as applicable. Such successor Agent shall be a commercial bank having a combined capital and surplus retained earnings of at least $5,000,000,000500,000,000. Upon the acceptance of any appointment as Appropriate an Agent hereunder by a successor Appropriate Administrative Agent, Collateral Agent as to any of the Facilitiesor successor Syndication Agent, such successor Appropriate Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Administrative Agent, Collateral Agent or Syndication Agent, as applicable, and the retiring Appropriate Agent shall be discharged from its duties and obligations hereunder and under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaidLoan Documents. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilitieshereunder, 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 acting as an Appropriate Agent as to any Facility hereunder and under this Agreementthe other Loan Documents.

Successor Agents. An Appropriate (a) Any Agent may resign as ---------------- or, if it or its controlling Affiliate thereof is subject to one a Distress Event, be removed by the Borrower or more of the Facilities Requisite Lenders, in each case, at any time by giving [REDACTED – Time Period] written notice thereof to the Lenders and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalremoval as Administrative Agent, the Required Requisite Lenders shall have the right to appoint a successor Appropriate Agent as that is not a Disqualified Person which successor Agent (unless an Event of Default has occurred and is continuing at the time of such appointment), shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld if such successor Agent is a commercial bank with a combined capital and surplus of at least [REDACTED – Dollar Amount] and otherwise may be withheld in the Facilities as to which such Appropriate Agent has resigned or been removedBorrower’s sole discretion). If no successor Appropriate Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days [REDACTED – Time Period] after the retiring Appropriate Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the Lenders, appoint a successor Appropriate AgentAgent that is not a Disqualified Person, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000subject to approval by the Borrower in accordance with the preceding sentence. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Requisite Lenders may request, in order to any continue the perfection of the FacilitiesLiens granted or purported to be granted by the Collateral Documents, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreementthe Credit Documents; provided that the Borrower shall have no obligation to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent on the Closing Date. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties If within [REDACTED – Time Period] after written notice is given of the retiring Appropriate Agent’s resignation under this Section 9.6 no successor Agent as to shall have been appointed and shall have accepted such Facilityappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facility and payments by the Borrowers in respect of such Facility, and [REDACTED – Time Period] (a) the retiring Appropriate Agent’s resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement the Credit Documents and (c) the Requisite Lenders shall thereafter perform all duties of the retiring Agent under the Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly) until such time, if any, as to such Facility, other than 105 the Requisite Lenders appoint a successor Agent that is not a Disqualified Person as aforesaidprovided above. After any retiring Appropriate Agent's ’s resignation or removal hereunder as Appropriate Agent as to any of the Facilitiesshall have become effective, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Agent as to any Facility under this Agreement.

Successor Agents. An Appropriate (a) Subject to the terms of this Section 11.05(a), each Agent may resign as ---------------- to one or more of the Facilities at any time by giving written may, upon thirty days’ notice thereof to the Lenders and the Borrowers and may Borrower, resign as Facility Agent or Collateral Agent, as applicable. If the Collateral Agent shall be removed as to any in material breach of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalits obligations hereunder, the Required Lenders shall have or, with the right to appoint a successor Appropriate Agent as to such prior written consent of the Facilities as to which such Appropriate Agent has resigned or been removed. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, the Collateral Manager, may, following a period of fifteen days during which the Collateral Agent may cure such breach, remove the Collateral Agent upon notice to the Borrower, the Collateral Manager, the Lenders and the Agents. If the Collateral Agent shall resign or be removed pursuant to this Section 11.05(a), then the Facility Agent (at the direction of the Required Lenders), during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent. If the Facility Agent shall resign or be removed pursuant to this Section 11.05(a), then the Required Lenders, during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent with written notice thereof and evidence of the acceptance of such appointment by such successor Facility Agent to the Borrower, the Collateral Agent and the Collateral Manager. If for any reason a successor agent is not so appointed and does not accept such appointment during such thirty period (the last day of such period, the “Appointment Cut-off Date”), such Agent may appoint a successor Agent. The appointment of any successor Agent pursuant to this Section 11.05(a) shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that the consent of the Borrower or the Collateral Manager to any such appointment shall not be required if (i) an Event of Default shall have accepted occurred and be continuing, (ii) if such appointment, assignee is a Lender or an Affiliate of such Agent or any Lender; or (iii) for any reason no successor after the resignation of the Collateral Agent has been appointed within 30 days after the retiring Appropriate Agent's giving of notice of relevant Appointment Cut-off Date and the Borrower has theretofore not entered into an agreement in principle with a potential successor that would be qualified to act as such Agent hereunder. Any resignation or the Required Lenders' removal of an Agent pursuant to this Section 11.05(a) shall be effective upon the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf appointment of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital Agent pursuant to this Section 11.05(a) and surplus of at least $5,000,000,000. Upon the acceptance of any such appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any such successor. The Collateral Manager shall provide DBRS notice of the Facilitiesacceptance of such appointment by such successor. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, (other than with respect to funds transfers and other similar aspects of the administration of Borrowings under any such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations arising prior to the effective date of its retirement) and under this Agreement the other Facility Documents (but not in its capacity as to such Facilitya Lender, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilities, if applicable) and the provisions of this Article VII XI and Section 11.05(a) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appropriate Agent as to any Facility under this AgreementAgreement and under the other Facility Documents.

Successor Agents. An Appropriate Each of Administrative Agent and Syndication Agent may resign as ---------------- to one or more of the Facilities at any time by giving 30 days' prior written notice thereof to the Lenders and the Borrowers Company, and Administrative Agent or Syndication Agent may be removed as to any of the Facilities at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Agents and signed by Requisite Lenders; provided that Company may propose to Requisite Lenders the Required Lendersremoval of Administrative Agent. Upon any such notice of resignation or any such removal, the Required Lenders Company shall have the right to propose a successor Syndication Agent or Administrative Agent, as the case may be, subject to the approval of Requisite Lenders. If for any reason Requisite 103 Lenders cannot agree on such successor Administrative Agent or successor Syndication Agent, Requisite Lenders shall have the right, upon five Business Days' notice to Company, to appoint a successor Appropriate Syndication Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedsuccessor Administrative Agent. If no for any reason Requisite Lenders cannot then agree on a successor Appropriate Administrative Agent or a successor Syndication Agent, the resigning Administrative Agent or Syndication Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation right to designate a successor Administrative Agent or the Required Lenders' removal of the retiring Appropriate Syndication Agent, then the retiring Appropriate Agent mayrespectively, on behalf of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000after consulting with Company. Upon the acceptance of any appointment as Appropriate Administrative Agent or Syndication Agent, as the case may be, hereunder by a successor Appropriate Administrative Agent or Syndication Agent, as to any of the Facilitiescase may be, such that successor Appropriate Administrative Agent or Syndication Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate or removed Administrative Agent or Syndication Agent, as the case may be, and the retiring Appropriate or removed Administrative Agent or Syndication Agent, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any If no successor administrative agent has accepted appointment as Appropriate Administrative Agent hereunder by the date which is 30 days following a successor Appropriate Agent as to only one resigning Administrative Agent's notice of resignation, the resigning Administrative Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Administrative Agent hereunder until such time, if any, as Requisite Lenders appoint a successor Administrative Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaidprovided for above. After any retiring Appropriate resigning or removed Administrative Agent's or Syndication Agent's resignation or removal hereunder as Appropriate Administrative Agent or Syndication Agent, as to any of the Facilitiescase may be, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent or Syndication Agent, as to any Facility the case may be, under this Agreement.

Successor Agents. An Appropriate Each Administrative Agent may resign as ---------------- to one or more of Administrative Agent and the Facilities at any time by giving Collateral Agent may resign as Collateral Agent upon 20 days’ prior written notice thereof to the Lenders and the Borrowers Company. If any Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and may be removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalother Credit Documents, then the Required Lenders shall have (a) if such resigning Administrative Agent is the right to Tranche B-1 Term Loan Administrative Agent, appoint from among the Tranche B-1 Term Loan Lenders a successor Appropriate agent for the Tranche B-1 Term Loan Lenders, (b) if such resigning Administrative Agent as to such of is the Facilities as to which such Appropriate Agent has resigned Asian Administrative Agent, appoint from among the 143 Revolving Lenders and the Tranche A-2 Term Loan Lenders a successor agent for the Revolving Lenders and Tranche B-2 Term Loan Lenders or been removed. If no successor Appropriate (c) if the Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf of the Lendersresign, appoint from among the Lenders a successor Appropriate Collateral Agent, which successor agent in each case, shall be a commercial bank having a combined capital and surplus approved by the Company (which approval shall not be unreasonably withheld) so long as no Default or Event of at least $5,000,000,000. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of the FacilitiesDefault is continuing, whereupon such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Tranche B-1 Term Loan Administrative Agent, Asian Agent or the Collateral Agent, as the case may be, and the retiring Appropriate Agent term “Tranche B-1 Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent”, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, mean such successor Appropriate Agent shall succeed to agent effective upon such appointment and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facilityapproval, and the retiring Appropriate former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement as to such Facility, other than 105 as aforesaidor any holders of the Loans. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation as Administrative Agent or removal hereunder Collateral Agent, as Appropriate Agent as to any of the Facilitiescase may be, 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 Appropriate Administrative Agent as to any Facility or Collateral Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. 181 Any resignation by Gxxxxxx Sxxxx Bank USA as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Gxxxxxx Sachs Bank USA resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) another existing L/C issuer, or a successor L/C Issuer that is appointed pursuant to the following sentence, issues substitute Letters of Credit for, or makes other arrangements to effectively assume, any such Letters of Credit issued by Gxxxxxx Sxxxx Bank USA. Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Gxxxxxx Sxxxx Bank USA to effectively assume the obligations of Gxxxxxx Sachs Bank USA with respect to such Letters of Credit.

Successor Agents. An Appropriate (a) Subject to the terms of this Section 11.05(a), each Agent may resign as ---------------- to one or more of the Facilities at any time by giving written may, upon thirty days' notice thereof to the Lenders and the Borrowers and may Borrower, resign as Facility Agent or Collateral Agent, as applicable. If the Collateral Agent shall be removed as to any in material breach of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalits obligations hereunder, the Required Lenders shall have or, with the right to appoint a successor Appropriate Agent as to such prior written consent of the Facilities as to which such Appropriate Agent has resigned or been removed. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, the Collateral Manager, may, following a period of fifteen days during which the Collateral Agent may cure such breach, remove the Collateral Agent upon notice to the Borrower, the Collateral Manager, the Lenders and the Agents. If the Collateral Agent shall resign or be removed pursuant to this Section 11.05(a), then the Facility Agent (at the direction of the Required Lenders), during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent. If the Facility Agent shall resign or be removed pursuant to this Section 11.05(a), then the Required Lenders, during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent with written notice thereof and evidence of the acceptance of such appointment by such successor Facility Agent to the Borrower, the Collateral Agent and the Collateral Manager. If for any reason a successor agent is not so appointed and does not accept such appointment during such thirty period (the last day of such period, the "Appointment Cut-off Date"), such Agent may appoint a successor Agent. The appointment of any successor Agent pursuant to this Section 11.05(a) shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that the consent of the Borrower or the Collateral Manager to any such appointment shall not be required if (i) an Event of Default shall have accepted occurred and be continuing, (ii) if such appointment, assignee is a Lender or an Affiliate of such Agent or any Lender; or (iii) for any reason no successor after the resignation of the Collateral Agent has been appointed within 30 days after the retiring Appropriate Agent's giving of notice of relevant Appointment Cut-off Date and the Borrower has theretofore not entered into an agreement in principle with a potential successor that would be qualified to act as such Agent hereunder. Any resignation or the Required Lenders' removal of an Agent pursuant to this Section 11.05(a) shall be effective upon the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf appointment of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital Agent pursuant to this Section 11.05(a) and surplus of at least $5,000,000,000. Upon the acceptance of any such appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any such successor. The Collateral Manager shall provide DBRS notice of the Facilitiesacceptance of such appointment by such successor. After the effectiveness of any retiring Agent's resignation hereunder as Agent, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, (other than with respect to funds transfers and other similar aspects of the administration of Borrowings under any such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations arising prior to the effective date of its retirement) and under this Agreement the other Facility Documents (but not in its capacity as to such Facilitya Lender, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilities, if applicable) and the provisions of this Article VII XI and Section 11.05(a) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appropriate Agent as to any Facility under this AgreementAgreement and under the other Facility Documents.

Successor Agents. An Appropriate The Administrative Agent may resign as ---------------- to one or more of Administrative Agent and the Facilities Collateral Agent may at any time by giving written resign as Collateral Agent in each case upon thirty (30) days' notice thereof to the Lenders and the Borrowers Borrower; provided that any resignation by Bank of America as Administrative Agent shall also constitute its resignation as Issuing Lender and may be removed as to any of the Facilities at any time with or without cause by the Required LendersSwingline Lender. Upon the resignation of any such resignation or removalAgent, the Required Lenders shall have the right to appoint a successor Appropriate Agent, which successor Agent as shall be consented to such by the Borrower at all times other than during the existence of the Facilities as to an Event of Default (which such Appropriate Agent has resigned consent shall not be unreasonably withheld or been removeddelayed)). If no successor Appropriate Agent shall have been so is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal effective date of the retiring Appropriate resignation of the resigning Agent, then the retiring Appropriate resigning Agent maymay appoint, on behalf of after consulting with the Lenders and the Borrower, a successor Agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate successor Agent hereunder by a successor Appropriate Agent successor, the Person acting as to any of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate resigning Agent (and, in the case of the resignation of the Administrative Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the resigning Issuing Lender and the resigning Swingline Lender) and the respective terms "Collateral Agent" and/or "Administrative Agent" (and, in the case of the resignation of the Administrative Agent, "Issuing Lender" and "Swingline Lender"), as applicable, shall mean such successor Collateral Agent and/or Administrative Agent (and, in the case of the resignation of the Administrative Agent, Issuing Lender and Swingline Lender), and the resigning Agent's appointment, powers and duties shall be terminated and, if the Issuing Lender and Swingline Lender are also resigning as provided above, the resigning Issuing Lender's and Swingline Lender's rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring Appropriate Agent as to such FacilityIssuing Lender or Swingline Lender or any other Lender, other than the obligation of the successor Issuing Lender to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the resigning Issuing Lender to effectively assume the obligations of the resigning Issuing Lender with respect to funds transfers and other similar aspects such Letters of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaidCredit. After any retiring Appropriate resigning Agent's resignation or removal hereunder as Appropriate Agent as to any of the FacilitiesAgent, the provisions of this Article VII Section 10 and Sections 11.5 and 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Agent. If no Person has accepted appointment as successor Agent by the date which is thirty (30) days following a resigning Agent's notice of resignation, the resigning Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the resigning Agent hereunder until such time, if any, as to any Facility under this Agreementthe Required Lenders appoint a successor agent as provided for above.

Successor Agents. An Appropriate The Agent may resign as ---------------- to one any or more all of the Facilities Facility at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed as to any of all the Facilities at any time with Facility for gross negligence or without cause willful misconduct by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate the Agent has resigned or been removed. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $5,000,000,000250,000,000. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any all of the FacilitiesFacility, such successor Appropriate Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one less than all of the FacilitiesFacility, such successor Appropriate Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility Facility, and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any all of the FacilitiesFacility, 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 Appropriate Agent as to any Facility under this Agreement.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- Administrative Agent (as to one or more of the Facilities at any time by giving written Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrowers Borrower; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and may be removed as to any of the Facilities at any time with or without cause by the Required LendersSwing Line Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or removalClasses shall have the right to appoint a successor Administrative Agent. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedCollateral Agent. If no successor Appropriate Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Appropriate Administrative Agent or Collateral Agent , as the case may be, selected from among the Lenders, in the case of the resignation of the Administrative Agent, which the Lenders, in the case of the resignation of the Collateral Agent. In any case, such appointment shall be a commercial bank having a combined capital subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and surplus shall not be required upon the occurrence and during the continuance of at least $5,000,000,000an Event of Default). Upon the acceptance of any appointment as Appropriate Administrative Agent hereunder or Collateral Agent by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article IX 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. If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, the resigning Agent may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent from among the Lenders of the applicable Class or Classes. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such Facilitysuccessor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer and Swing Line Lender) and the respective terms “Administrative Agent,” “L/C Issuer,” “Swing Line Lender,” and “Collateral Agent” shall mean such successor Administrative Agent, L/C Issuer, Swing Line Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer or Swing Line Lender or any other Lender, other than 105 as aforesaidthe obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate Administrative Agent or Collateral Agent, as to any of the Facilitiesapplicable, 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 Appropriate Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. An Appropriate Each of the Administrative Agent and Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written give notice thereof of its resignation to the Lenders Lenders, the Swingline Lender, the Issuing Banks and the Borrowers and Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as to any Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Facilities at any time with Borrower or without cause by the Required Majority Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right to appoint a successor, which successor Appropriate Agent as agent shall be (a) subject to such the consent of the Facilities as to Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such Appropriate Agent has resigned bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or been removeda Disqualified Institution. If If, in the case of a resignation of a retiring Agent, no such successor Appropriate Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Appropriate Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentits resignation, then the retiring Appropriate Agent may, may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon Agent meeting the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of qualifications set forth above (provided that if the Facilities, such successor Appropriate Administrative Agent shall succeed to notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of (a) the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security 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 and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this AgreementSection 12.9). Upon the acceptance of any a successor’s appointment as Appropriate the Administrative Agent hereunder by a successor Appropriate Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to only one continue the perfection of the FacilitiesLiens granted or purported to be granted by the Security Documents, such successor Appropriate Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility(or retired) Agent, and the retiring Appropriate 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 Agreement as to such Facility, other than 105 as aforesaidSection 12.9). After any the retiring Appropriate Agent's ’s resignation or removal hereunder as Appropriate Agent as to any of and under the Facilitiesother Credit Documents, the provisions of this Article VII 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appropriate Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to any Facility and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under this Agreementthe other Credit Documents, and (c) the successor Issuing Bank 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 Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. An Appropriate Each of the Administrative Agent, the First Lien Collateral Agent and the Second Lien Collateral Agent may resign as ---------------- to one the Administrative Agent, the First Lien Collateral Agent or more of the Facilities at any time by giving written Second Lien Collateral Agent, as the case may be, upon 30 days’ notice thereof to the Lenders and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required relevant Lenders. Upon any such resignation or removalIf the Administrative Agent resigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (which consent of the Facilities as Borrower shall not be unreasonably withheld or delayed). If the First Lien Collateral Agent resigns, the Required First Lien Lenders shall appoint from among the First Lien Lenders a successor agent for the First Lien Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (which such Appropriate consent of the Borrower shall not be unreasonably withheld or delayed). If the Second Lien Collateral Agent has resigned resigns, the Required Second Lien Lenders shall appoint from among the Second Lien Lenders a successor agent for the Second Lien Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (which consent of the Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lendersresignation of any such Agent, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or Agent may appoint, after consulting with the Required Lenders' removal of Lenders and the retiring Appropriate Borrower, a successor Administrative Agent, then First Lien Collateral Agent or Second Lien Collateral Agent, as the retiring Appropriate Agent maycase may be, on behalf of selected from among the Lenders, appoint a successor Appropriate in the case of the resignation of the Administrative Agent, which shall be a commercial bank having a combined capital the First Lien Lenders, in the case of the resignation of the First Lien Collateral Agent, and surplus the Second Lien Lenders, in the case of at least $5,000,000,000the resignation of the Second Lien Collateral Agent. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent, First Lien Collateral Agent or Second Lien Collateral Agent, as the case may be, and the terms “Administrative Agent,” “First Lien Collateral Agent” and “Second Lien Collateral Agent” shall mean such successor agent, and the retiring Appropriate Administrative Agent’s, First Lien Collateral Agent’s or Second Lien Collateral Agent’s, as the case may be, appointment, powers and duties as Administrative Agent, First Lien Collateral Agent or Second Lien Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Agent's ’s resignation or removal hereunder as Appropriate Agent as to any of the FacilitiesAgent, the provisions of this Article VII IX and Sections 10.05 and 10.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate the Agent as to any Facility under this Agreement. If no successor agent has accepted appointment as Administrative Agent, First Lien Collateral Agent or Second Lien Collateral Agent by the date that is 30 days following a retiring Administrative Agent’s, First Lien Collateral Agent’s or Second Lien Collateral Agent’s notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders, Required First Lien Lenders or Required Second Lien Lenders, as applicable, appoint a successor agent as provided for above. Upon the acceptance of any appointment as Administrative Agent, First Lien Collateral Agent or Second Lien Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders, Required First Lien Lenders or Required Second Lien Lenders, as applicable, may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Agent’s resignation hereunder as the Administrative Agent the First Lien Collateral Agent or the Second Lien Collateral Agent, as the case may be, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

Successor Agents. An Appropriate The Administrative Agent or Collateral Agent may resign as ---------------- the Administrative Agent or Collateral Agent, as applicable, upon 30 days’ written notice to one the Parent Borrower and the Lenders. The Required Lenders may remove the Administrative Agent or more of the Facilities Collateral Agent from such role at any time by giving upon 30 days’ written notice thereof to the Lenders Administrative Agent or Collateral Agent, as applicable, the Parent Borrower and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), (f), or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Parent Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor Collateral Agent may appoint, on behalf of after consulting with the LendersLenders and the Parent Borrower, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000agent. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent or such successor collateral agent, as applicable, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date which is 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable.

Successor Agents. An Appropriate Each of the Administrative Agent and Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written give notice thereof of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required LendersParent Borrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to the reasonable consent of the Parent Borrower so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor Appropriate Agent as to successor, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which such Appropriate Agent has resigned or been removedUnited States. If no such successor Appropriate Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Appropriate Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentits resignation, then the retiring Appropriate Agent may, may on behalf of the LendersLenders and the Letter of Credit Issuer, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon Agent meeting the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of qualifications set forth above; provided that if the Facilities, such successor Appropriate retiring Agent shall succeed to notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of (1) the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this AgreementSection. Upon the acceptance of any a successor’s appointment as Appropriate the Administrative Agent hereunder by a successor Appropriate Agent or Collateral Agent, as to only one of the Facilitiescase may be, hereunder, such successor Appropriate Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility(or retired) Agent, and the retiring Appropriate 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 Agreement as Section). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Facility, other than 105 Agent shall be the same as aforesaidthose payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After any the retiring Appropriate Agent's ’s resignation or removal hereunder as Appropriate Agent as to any of and under the Facilitiesother Credit Documents, the provisions of this Article VII Section 13 (including Section 13.7) and Section 14.5 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 acting as an Appropriate Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer and Swing LineSwingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to any Facility and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swing LineSwingline Lender, (b) the retiring Letter of Credit Issuer and Swing LineSwingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- Administrative Agent (as to one or more of the Facilities at any time by giving written Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrowers Borrowers; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and may be removed as to any of the Facilities at any time with or without cause by the Required LendersSwingline Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or removalClasses shall have the right, in consultation with the Borrowers, to appoint a successor Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right right, in consultation with the Borrowers to appoint a successor Appropriate Agent as to Collateral Agent, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which such Appropriate Agent has resigned or been removedUnited States. If no successor Appropriate Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Appropriate Administrative Agent or Collateral Agent, which as the case may be, selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment shall be a commercial bank having a combined capital subject to the prior written approval of the Borrowers (which approval may not be unreasonably withheld and surplus shall not be required upon the occurrence and during the continuance of at least $5,000,000,000an Event of Default). Upon the acceptance of any appointment as Appropriate Administrative Agent hereunder or Collateral Agent by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article VIII 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. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such Facilitysuccessor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer and Swingline Lender) and the respective terms “Administrative Agent,” “L/C Issuer,” “Swingline Lender,” and “Collateral Agent” shall mean such successor Administrative Agent, L/C Issuer, Swingline Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swingline Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer, Swingline Lender, Collateral Agent or any other Lender, other than 105 as aforesaidthe obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate Administrative Agent or Collateral Agent, as to any of the Facilitiesapplicable, the provisions of this Article VII VIII and Sections 9.05 and 9.24 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. An Appropriate Each Administrative Agent may resign as ---------------- to one or more of Administrative Agent and the Facilities at any time by giving Collateral Agent may resign as Collateral Agent upon 20 days’ prior written notice thereof to the Lenders and the Borrowers Company. If any Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and may be removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalother Credit Documents, then the Required Lenders shall have (a) if such resigning Administrative Agent is the right to Tranche B-1 Term Loan Administrative Agent, appoint from among the Tranche B-1 Term Loan Lenders a successor Appropriate agent for the Tranche B-1 Term Loan Lenders, (b) if such resigning Administrative Agent as to such of is the Facilities as to which such Appropriate Agent has resigned Asian Administrative Agent, appoint from among the Revolving Lenders and the Tranche A-2 Term Loan Lenders a successor agent for the Revolving Lenders and Tranche B-2 Term Loan Lenders or been removed. If no successor Appropriate (c) if the Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf of the Lendersresign, appoint from among the Lenders a successor Appropriate Collateral Agent, which successor agent in each case, shall be a commercial bank having a combined capital and surplus approved by the Company (which approval shall not be unreasonably withheld) so long as no Default or Event of at least $5,000,000,000. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of the FacilitiesDefault is continuing, whereupon such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Tranche B-1 Term Loan Administrative Agent, Asian Agent or the Collateral Agent, as the case may be, and the retiring Appropriate Agent term “Tranche B-1 Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent”, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, mean such successor Appropriate Agent shall succeed to agent effective upon such appointment and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facilityapproval, and the retiring Appropriate former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement as to such Facility, other than 105 as aforesaidor any holders of the Loans. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation as Administrative Agent or removal hereunder Collateral Agent, as Appropriate Agent as to any of the Facilitiescase may be, 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 Appropriate Administrative Agent as to any Facility or Collateral Agent under this AgreementAgreement and the other Credit Documents.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent xxxxxxxxx, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Xxxxxxx appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral 138 Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent.

Successor Agents. An Appropriate The Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written Collateral Agent upon thirty (30) days’ notice thereof to the Lenders Lender and the Borrowers and may be removed as to any of Company. If the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalCollateral Agent resigns under this Agreement, the Required Lenders Lender shall have the right to appoint a successor Appropriate Agent as agent, which successor agent shall be consented to such by the Company at all times other than during the existence of an Event of Default (which consent of the Facilities as to which such Appropriate Agent has resigned Company shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Collateral Agent, then the retiring Appropriate Collateral Agent maymay appoint, on behalf of after consulting with the Lender, a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate AgentCollateral Agent and the term “Collateral Agenf’ shall mean such successor collateral agent, and the retiring Appropriate Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate Agent as to any of the FacilitiesCollateral Agent, the provisions of this Article VII 25 and the provisions of Articles 8 and 17 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate the Collateral Agent as to any Facility under this Agreement. If no successor agent has accepted appointment as the Collateral Agent by the date which is thirty (30) days following the retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lender shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Lender appoints a successor agent as provided for above. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Lender may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (b) otherwise ensure that Section 4.20(r) is satisfied, the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Agreements. After the retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Article 25 and Articles 8 and 17 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- Administrative Agent (as to one or more of the Facilities at any time by giving written Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrowers Borrower; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and may be removed Swing Line Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to any clause (v) of the Facilities at any time with or without cause by definition of Lender Default, the Required LendersLenders 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. Upon any such resignation or removalremoval by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right to appoint a successor Administrative Agent. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedCollateral Agent. If no successor Appropriate Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Appropriate Administrative Agent or Collateral Agent, which as the case may be, selected from among the Lenders. In any case, such appointment shall be a commercial bank having a combined capital subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and surplus shall not be required upon the occurrence and during the continuance of at least $5,000,000,000an Event of Default). Upon the acceptance of any appointment as Appropriate Administrative Agent hereunder or Collateral Agent by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this ARTICLE IX 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. If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, the resigning Agent may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent from among the Lenders of the applicable Class or Classes. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such Facilitysuccessor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer and Swing Line Lender) and the respective terms “Administrative Agent,” “L/C Issuer,” “Swing Line Lender”and “Collateral Agent” shall mean such successor Administrative Agent, L/C Issuer, Swing Line Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer or Swing Line Lender or any other Lender, other than 105 as aforesaidthe obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate Administrative Agent or Collateral Agent, as to any of the Facilitiesapplicable, the provisions of this Article VII ARTICLE IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation or the removal of the Administrative Agent, the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. An Appropriate Any Agent may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to the Lenders and the Borrowers and Borrower. Without limiting its ability to resign hereunder at any other time, any Administrative Agent shall be deemed to have resigned upon written notice made by the Borrower to the Agents, which notice the Borrower shall be entitled to deliver hereunder in the event that the Borrower determines that it may be removed as required to pay any additional amounts pursuant to the provisions of Section 2.14(E) hereof with respect to the Facilities at any time with or without cause by the Required LendersMichigan Single Business Tax. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint appoint, on behalf of the Lenders (without any consent required from the Borrower), a successor Appropriate Administrative Agent, Collateral Agent or Syndication Agent, as to such applicable; provided, however, upon any resignation (or deemed resignation) by Michigan National as the Administrative Agent, ABN AMRO shall, without further action on the part of the Facilities Lenders be appointed as the successor Administrative Agent (provided it shall have the right to which decline such Appropriate appointment); provided, further, upon any resignation by ABN AMRO as the Syndication Agent has resigned or been removed108 and/or Collateral Agent, Michigan National shall, without further action on the part of the Lenders be appointed as the successor Syndication Agent and/or Collateral Agent (provided it shall have the right to decline such appointment). If no such successor Appropriate Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Appropriate Administrative Agent, which Collateral Agent or Syndication Agent, as applicable. Such successor Agent shall be a commercial bank having a combined capital and surplus retained earnings of at least $5,000,000,000500,000,000. Upon the acceptance of any appointment as Appropriate an Agent hereunder by a successor Appropriate Administrative Agent, Collateral Agent as to any of the Facilitiesor successor Syndication Agent, such successor Appropriate Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Administrative Agent, Collateral Agent or Syndication Agent, as applicable, and the retiring Appropriate Agent shall be discharged from its duties and obligations hereunder and under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaidLoan Documents. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilitieshereunder, the provisions of this Article VII 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 acting as an Appropriate Agent as to any Facility hereunder and under this Agreementthe other Loan Documents.

Successor Agents. An Appropriate Subject to the appointment and acceptance of a successor agent as provided in this paragraph, each of the Administrative Agent and Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to notifying the Lenders, the Issuing Lenders and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation by the Administrative Agent or removalthe Collateral Agent, the Required Lenders shall have the right right, with the consent (provided no Event of Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedsuccessor. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Appropriate Agent's giving of Administrative Agent or Collateral Agent gives notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentits resignation, then the retiring Appropriate Administrative Agent or Collateral Agent may, in consultation with the Borrower, on behalf of the Lenders and the Issuing Lenders, appoint a successor Appropriate Agent, Administrative Agent or Collateral Agent which shall be a commercial bank having a combined capital and surplus institution with an office in New York, New York, or an Affiliate of at least $5,000,000,000any such bank. Upon the acceptance of any its appointment as Appropriate Administrative Agent or Collateral Agent hereunder by a successor Appropriate Agent as to any of the Facilitiessuccessor, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Administrative Agent or Collateral Agent, as applicable, and the retiring Appropriate Administrative Agent or shall be discharged from its duties and obligations under this Agreementhereunder. Upon The fees payable by the acceptance of any appointment as Appropriate Agent hereunder by Borrower to a successor Appropriate Administrative Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate or Collateral Agent shall be discharged from the same as those payable to its duties predecessor unless otherwise agreed between the Borrower and obligations under this Agreement as to such Facility, other than 105 as aforesaidsuccessor. After any the retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate Agent as to any of the Facilitieshereunder, the provisions of this Article VII and Section 10.04 shall inure to its continue in effect for the benefit as to of such retiring Administrative Agent or Collateral Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Appropriate Administrative Agent or Collateral Agent, as to any Facility under this Agreementapplicable.

Successor Agents. An Appropriate The Administrative Agent and Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders Lenders. If the Administrative Agent or the Collateral Agent shall resign as the Administrative Agent or the Collateral Agent, as applicable, under this Agreement and the Borrowers and other Loan Documents, then the Required Lenders shall appoint from among the Lenders (unless no Lender is willing to act as such Agent, in which case, such Agent may be removed as to any of the Facilities at any time with or without cause Person approved by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint ) a successor Appropriate Administrative Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removed. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Collateral Agent, then the retiring Appropriate Agent mayas applicable, on behalf of for the Lenders, appoint a which successor Appropriate Agent, which Administrative Agent or Collateral Agent shall be a commercial bank having a combined capital approved by the Borrowers’ Agent (which approval shall not be unreasonably withheld and surplus shall not be required during the continuance of at least $5,000,000,000. Upon the acceptance an Event of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of the FacilitiesDefault), whereupon such successor Appropriate Administrative Agent or Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or the Collateral Agent, as applicable, and the retiring Appropriate Agent term “Administrative Agent” or “Collateral Agent”, as applicable, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, mean such successor Appropriate Administrative Agent shall succeed to or the Collateral Agent effective upon such appointment and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facilityapproval, and the retiring Appropriate former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as applicable, or any of the parties to this Agreement as to such Facility, or any holders of the Loans or other than 105 as aforesaidObligations. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation as Administrative Agent or removal hereunder as Appropriate Agent as to any of the FacilitiesCollateral 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 Appropriate Administrative Agent or Collateral Agent, as to any Facility applicable, under this AgreementAgreement and the other Loan Documents. If no successor Administrative Agent or Collateral Agent has accepted appointment as Administrative Agent or Collateral Agent by the date which is 30 days following a retiring Administrative Agent’s or Collateral Agent’s, as applicable, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Administrative Agent or Collateral Agent, as applicable, hereunder and under the other Loan Documents until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. An Appropriate Each of the Administrative Agent, the Senior Collateral Agent and the Second Lien Collateral Agent may resign as ---------------- Administrative Agent (as to one or more of the Facilities at any time by giving written Classes), Senior Collateral Agent or Second Lien Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrowers Borrower; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and may be removed as to any of the Facilities at any time with or without cause by the Required LendersSwing Line Lender. Upon any such resignation or removalby the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right to appoint a successor Administrative Agent. Upon any such resignation by the Senior Collateral Agent, the Required Senior Lenders shall have the right to appoint a successor Appropriate Agent as Senior Collateral Agent. Upon any such resignation by the Second Lien Collateral, the Required Second Lien Lenders shall have the right to such of the Facilities as to which such Appropriate Agent has resigned or been removedappoint a successor Second Lien Collateral Agent. If no successor Appropriate Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Appropriate Administrative Agent, which Senior Collateral Agent or Second Lien Collateral Agent, as the case may be, selected from among the Lenders, in the case of the resignation of the Administrative Agent, the Senior Lenders, in the case of the resignation of the Senior Collateral Agent, and the Second Lien Lenders, in the case of the resignation of the Second Lien Collateral Agent. In any case, such appointment shall be a commercial bank having a combined capital subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and surplus shall not be required upon the occurrence and during the continuance of at least $5,000,000,000an Event of Default). Upon the acceptance of any appointment as Appropriate Administrative Agent, Senior Collateral Agent hereunder or Second Lien Collateral Agent by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article X 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. If no successor Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent , the resigning Agent may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent from among the Lenders of the applicable Class or Classes. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such Facilitysuccessor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer and Swing Line Lender) and the respective terms “Administrative Agent,” “L/C Issuer,” “Swing Line Lender,” “Senior Collateral Agent” and “Second Lien Collateral Agent” shall mean such successor Administrative Agent, Letter of Credit Issuer, Swing Line Lender, Senior Collateral Agent or Second Lien Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, the retiring Senior Collateral Agent’s rights, powers and duties as such shall be terminated and the retiring Second Lien 133 Collateral Agent’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer or Swing Line Lender or any other Lender, other than 105 as aforesaidthe obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Appropriate Administrative Agent's ’s, Senior Collateral Agent’s or Second Lien Collateral Agent’s resignation or removal hereunder as Appropriate Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, as to any of the Facilitiesapplicable, 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 Appropriate Administrative Agent, Senior Collateral Agent as to any Facility or Second Lien Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Senior Collateral Agent has accepted appointment as Senior Collateral Agent by the date which is 30 days following a retiring Senior Collateral Agent’s notice of resignation, the retiring Senior Collateral Agent’s resignation shall nevertheless thereupon become effective and the Senior Lenders shall perform all of the duties of the Senior Collateral Agent hereunder until such time, if any, as the Required Senior Lenders appoint a successor agent as provided for above. If no successor Second Lien Collateral Agent has accepted appointment as Second Lien Collateral Agent by the date which is 30 days following a retiring Second Lien Collateral Agent’s notice of resignation, the retiring Second Lien Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Second Lien Collateral Agent hereunder until such time, if any, as the Required Second Lien Lenders appoint a successor agent as provided for above.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Parent Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Parent Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalParent Borrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Parent Borrower at all times other than during the existence of a Specified Default (which consent of the Facilities as to which such Appropriate Agent has resigned Parent Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Parent Borrower, in the case of a removal may appoint, with the consent of the LendersParent Borrower (in the case of a resignation) at all times other than during the existence of a Specified Default (which consent of the Parent Borrower shall not be unreasonably withheld or delayed), appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000agent from among the Lenders. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated (provided that the acceptance of any appointment as Appropriate retiring Administrative Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate or Collateral Agent shall succeed continue to and become vested with all the rights, powers, discretion, privileges and duties of be subject to Section 10.08). After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII 9 and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Parent Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents (provided that the retiring Administrative Agent or Collateral Agent shall continue to be subject to Section 10.08). After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as L/C Issuer and Swing Line Lender pursuant to Section 10.07(k). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. An Appropriate The Administrative Agent may and the Collateral Agent may, and at the request of the Requisite Lenders shall, resign as ---------------- to one Administrative Agent or more of the Facilities at any time by giving written Collateral Agent upon reasonable notice thereof to the Lenders and Borrower effective upon acceptance of appointment by a successor Administrative Agent or Collateral Agent. If the Borrowers and may be removed Administrative Agent or Collateral Agent shall resign as to any of the Facilities at any time with Administrative Agent or without cause by the Required Lenders. Upon any such resignation or removalCollateral Agent under this Agreement, the Required Requisite Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Administrative Agent as to or Collateral Agent for the Lenders, which successor Administrative Agent or Collateral Agent shall be approved by Borrower (and such of the Facilities as to which such Appropriate Agent has resigned approval shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Administrative Agent shall have been so or Collateral Agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal effective date of the retiring Appropriate resignation of the Administrative Agent or Collateral Agent, then the retiring Appropriate Administrative Agent mayor Collateral Agent may appoint, on behalf of after consulting with the Lenders and Borrower, a successor Administrative Agent or Collateral Agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate successor Administrative Agent hereunder by a successor Appropriate or Collateral Agent as to any of the Facilitieshereunder, such successor Appropriate Administrative Agent or Collateral Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or Collateral Agent and the term "Administrative Agent, " or "Collateral Agent" shall mean such successor Administrative Agent or Collateral Agent and the retiring Appropriate Administrative Agent's or Collateral Agent's appointment, powers and duties as Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaidterminated. After any retiring Appropriate Administrative Agent's or Collateral Agent's resignation or removal hereunder as Appropriate Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent as to any Facility or Collateral Agent under this Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent or Collateral Agent has not been paid its agency fees under Section 3.4 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent or Collateral Agent has accepted appointment as Administrative Agent or Collateral Agent by the date which is thirty (30) days following a retiring Administrative Agent's or Collateral Agent's notice of resignation, the retiring Administrative Agent's or Collateral Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent or Collateral Agent as provided for above.

Successor Agents. An Appropriate Each of the Administrative Agent, the Collateral Agent, the Documentation Agent and the Syndication Agent may resign as ---------------- to one or more of the Facilities at any time by giving written such upon 30 days' notice thereof to the Lenders Lenders. If the Administrative Agent shall resign as "Administrative Agent" or the Collateral Agent shall resign as "Collateral Agent" under this Agreement and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalother Credit Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Administrative Agent or Collateral Agent (as the case may be) for the Lenders, which successor Administrative Agent or Collateral Agent (PROVIDED that, to the extent that no Default or Event of Default is continuing at the time of such of appointment, such Administrative Agent or Collateral Agent, as the Facilities as to which such Appropriate Agent has resigned or been removed. If no successor Appropriate Agent case may be, shall have been so appointed approved by the Required LendersCompany), and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or the Collateral Agent (as the case may be) hereunder. Effective upon such appointment and approval, the term "Administrative Agent" or "Collateral Agent" (as the case may be) shall mean such successor Administrative Agent or Collateral Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate former Administrative Agent as to such Facility, other than with respect to funds transfers and other similar aspects Administrative Agent or of the administration of Borrowings under such Facility and payments by former Collateral Agent as Collateral Agent (as the Borrowers in respect case may be) shall be terminated, without any other or further act or deed on the part of such Facility, and former Administrative Agent or Collateral Agent (as the retiring Appropriate Agent shall be discharged from its duties and obligations under case may be) or any of the parties to this Agreement as to such Facility, other than 105 as aforesaidor any holders of the Loans. After any resignation of the retiring Appropriate Agent's resignation or removal hereunder as Appropriate Administrative Agent as to any Administrative Agent or of the Facilitiesretiring Collateral Agent as Collateral 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 Appropriate Administrative Agent or Collateral Agent (as to any Facility the case may be) under this AgreementAgreement and the other Credit Documents. Notwithstanding anything to the contrary contained herein, during such time as shares of capital stock of Hexcel Pottsville Corporation are pledged to the Collateral Agent pursuant to the terms hereof, any successor Collateral Agent shall be a Person who is acceptable to the Defense Investigative Service. If the Syndication Agent shall resign as "Syndication Agent" under this Agreement and the other Credit Documents, then no successor Syndication Agent shall be appointed. If the Documentation Agent shall resign as "Documentation Agent" under this Agreement and the other Credit Documents, then no successor Documentation Agent shall be appointed.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- Administrative Agent (as to one or more of the Facilities at any time by giving written Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrowers Borrower; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and may be removed Swing Line Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to any clause (v) of the Facilities at any time with or without cause by definition of Lender Default, the Required LendersLenders 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. Upon any such resignation or removalremoval by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right to appoint a successor Administrative Agent. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedCollateral Agent. If no successor Appropriate Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Appropriate Administrative Agent or Collateral Agent, which as the case may be, selected from among the Lenders. In any case, such appointment shall be a commercial bank having a combined capital subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and surplus shall not be required upon the occurrence and during the continuance of at least $5,000,000,000an Event of Default). Upon the acceptance of any appointment as Appropriate Administrative Agent hereunder or Collateral Agent by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this ARTICLE IX 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. If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, the resigning Agent may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent from among the Lenders of the applicable Class or Classes. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such Facilitysuccessor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer and Swing Line Lender) and the respective terms “Administrative Agent,” “L/C Issuer,” “Swing Line Lender,” and “Collateral Agent” shall mean such successor Administrative Agent, L/C Issuer, Swing Line Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer or Swing Line Lender or any other Lender, other than 105 as aforesaidthe obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate Administrative Agent or Collateral Agent, as to any of the Facilitiesapplicable, the provisions of this Article VII ARTICLE IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation or the removal of the Administrative Agent, the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. An Appropriate (a) Subject to the terms of this Section 12.05, each Agent may resign as ---------------- to one or more of the Facilities at any time by giving written may, upon thirty (30) days’ notice thereof to the Lenders and the Borrowers and may be removed Borrower, resign as to any of the Facilities at any time with Administrative Agent or without cause by the Required LendersCollateral Agent, as applicable. Upon any such resignation or removalIf an Agent shall resign, then the Required Lenders shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedagent. If no for any reason a successor Appropriate Agent shall have been agent is not so appointed by the Required Lenders, and shall have accepted does not accept such appointment, appointment within 30 thirty (30) days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate such Agent may, on behalf of the Lenders, may appoint a successor Appropriate agent. The appointment of any successor Agent shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations hereunder and under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to other Facility Documents and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilities, the provisions of this Article VII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appropriate Agent as to any Facility under this AgreementAgreement and under the other Facility Documents. If no successor Collateral Agent, Collateral Administrator or Administrative Agent has been appointed and an instrument of acceptance by a successor Collateral Agent, Collateral Administrator or Administrative Agent has not been delivered to the Collateral Agent, Collateral Administrator or the Administrative Agent, as applicable within sixty days after giving of notice of resignation by the Collateral Agent, Collateral Administrator or the Administrative Agent, as applicable, the resigning Collateral Agent, the resigning Collateral Administrator or the resigning Administrative Agent, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, Collateral Administrator or Administrative Agent, as applicable.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement.. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. 155

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- Administrative Agent (as to one or more of the Facilities at any time by giving written Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrowers Borrowers; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and Swingline Lender. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, as the case may be, may be removed as to any the Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Facilities at any time with or without cause by Canadian Borrower and the Required Lenders. Upon any such resignation or removal, the Required Lenders of the applicable Class or Classes shall have the right right, in consultation with the Borrowers, to appoint a successor Appropriate Agent as Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Upon any such resignation or removal, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor Collateral Agent, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which such Appropriate Agent has resigned or been removedUnited States. If no successor Appropriate Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Appropriate Administrative Agent or Collateral Agent, which as the case may be, selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment shall be a commercial bank having a combined capital subject to the prior written approval of the Borrowers (which approval may not be unreasonably withheld and surplus shall not be required upon the occurrence and during the continuance of at least $5,000,000,000an Event of Default). Upon the acceptance of any appointment as Appropriate Administrative Agent hereunder or Collateral Agent by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article VIII 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. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such Facilitysuccessor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer and Swingline Lender) and the respective terms “Administrative Agent,” “L/C Issuer,” “Swingline Lender,” and “Collateral Agent” shall mean such successor Administrative Agent, L/C Issuer, Swingline Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swingline Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer, Swingline Lender, Collateral Agent or any other Lender, other than 105 as aforesaidthe obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate Administrative Agent or Collateral Agent, as to any of the Facilitiesapplicable, the provisions of this Article VII VIII and Sections 9.05 and 9.24 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring or removed Administrative Agent’s notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring or removed Collateral Agent’s notice of resignation or removal, the retiring or removed Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any resignation or replacement of JPMCB as Administrative Agent pursuant to this Section shall also constitute its resignation or replacement as L/C Issuer and Swingline Lender. If JPMCB resigns or is replaced as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation or replacement as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Revolving R-2 Facility Loans or fund risk participations in Unpaid Drawings. After such resignation or replacement, JPMCB shall not be required to issue additional Letters of Credit or amend or renew Existing Letters of Credit or issue additional Swingline Loans. If JPMCB resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Revolving R-2 Facility Loans or fund risk participations in outstanding Swingline Loans. Upon the appointment by the Canadian Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to JPMCB to effectively assume the obligations of JPMCB with respect to such Letters of Credit.

Successor Agents. An Appropriate (a) Subject to the terms of this Section 11.05(a), each Agent may resign as ---------------- to one or more of the Facilities at any time by giving written may, upon thirty days' notice thereof to the Lenders and the Borrowers and may Borrower, resign as Facility Agent or Collateral Agent, as applicable. If the Collateral Agent shall be removed as to any in material breach of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalits obligations hereunder, the Required Lenders shall have or, with the right to appoint a successor Appropriate Agent as to such prior written consent of the Facilities as to which such Appropriate Agent has resigned or been removed. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, the Collateral Manager, may, following a period of fifteen days during which the Collateral Agent may cure such breach, remove the Collateral Agent upon notice to the Borrower, the Collateral Manager, the Lenders and the Agents. If the Collateral Agent shall resign or be removed pursuant to this Section 11.05(a), then the Facility Agent (at the direction of the Required Lenders), during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent. If the Facility Agent shall resign or be removed pursuant to this Section 11.05(a), then the Required Lenders, during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent with written notice thereof and evidence of the acceptance of such appointment by such successor Facility Agent to the Borrower, the Collateral Agent and the Collateral Manager. If for any reason a successor agent is not so appointed and does not accept such appointment during such thirty period (the last day of such period, the "Appointment Cut-off Date"), such Agent may appoint a successor Agent. The appointment of any successor Agent pursuant to this Section 11.05(a) shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that the consent of the Borrower or the Collateral Manager to any such appointment shall not be required if (i) an Event of Default shall have accepted occurred and be continuing, (ii) if such appointment, assignee is a Lender or an Affiliate of such Agent or any Lender; or (iii) for any reason no successor after the resignation of the Collateral Agent has been appointed within 30 days after the retiring Appropriate Agent's giving of notice of relevant Appointment Cut-off Date and the Borrower has theretofore not entered into an agreement in principle with a potential successor that would be qualified to act as such Agent hereunder. Any resignation or the Required Lenders' removal of an Agent pursuant to this Section 11.05(a) shall be effective upon the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf appointment of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital Agent pursuant to this Section 11.05(a) and surplus of at least $5,000,000,000. Upon the acceptance of any such appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any such successor. The Collateral Manager shall provide DBRS notice of the Facilitiesacceptance of such appointment by such successor. After the effectiveness of any retiring Agent's resignation hereunder as Agent, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, (other than with respect to funds transfers and other similar aspects of the administration of Borrowings under any such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations arising prior to the effective date of its retirement) and under this Agreement the other Facility Documents (but not in its capacity as to such Facilitya Lender, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilities, if applicable) and the provisions of this Article VII XI and Section 11.05(a) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appropriate Agent as to any Facility under this Agreement.Agreement and under the other Facility Documents. 136

Successor Agents. An Appropriate The Administrative Agent or Security Trustee, as the case may be, may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed from such capacity as to any of the Facilities an Agent at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Appropriate Administrative Agent or Security Trustee, as to such of the Facilities as to which such Appropriate Agent has resigned or been removedcase may be. If no successor Appropriate Administrative Agent or Security Trustee, as the case may be, shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Appropriate Agent, then the retiring Appropriate Agent may, on behalf of the Lenders, appoint a successor Appropriate AgentAdministrative Agent or Security Trustee, which as the case may be. A successor Agent shall be a Lender, or if no Lender will accept appointment as such successor Agent, the successor Agent shall be an Eligible Assignee and a commercial bank organized under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $5,000,000,000250,000,000. Upon the acceptance of any appointment as Appropriate Administrative Agent or Security Trustee hereunder by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate AgentAdministrative Agent or Security Trustee, as the case may be, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties If within 45 days after written notice is given of the retiring Appropriate Agent's resignation or removal under this Section 8.04 no successor Agent as to shall have been appointed and shall have accepted such Facilityappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facility and payments by the Borrowers in respect of such Facility45th day (a) retiring Agent's resignation or removal shall become effective, and (b) the retiring Appropriate Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (c) the Majority Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as to such Facility, other than 105 Majority Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Administrative Agent or Security Trustee, as to any of the Facilitiescase may be, the provisions of this Article VII Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent or Security Trustee, as to any Facility the case may be, under this Agreementthe Loan Documents.

Successor Agents. An Appropriate (a) Subject to the terms of this Section 12.05, each Agent may resign as ---------------- to one or more of the Facilities at any time by giving written may, upon thirty (30) days’ notice thereof to the Lenders and the Borrowers and may be removed Borrower, resign as to any of Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedagent. If no for any reason a successor Appropriate Agent shall have been agent is not so appointed by the Required Lenders, and shall have accepted does not accept such appointment, appointment within 30 thirty (30) days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate such Agent may, on behalf of the Lenders, may appoint a successor Appropriate agent. The appointment of any successor Agent shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations hereunder and under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to other Facility Documents and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilities, the provisions of this Article VII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appropriate Agent as to any Facility under this Agreement and under the other Facility Documents. If no successor Administrative Agent or Collateral Agent, as applicable, shall have been appointed and an instrument of acceptance by a successor Administrative Agent or Collateral Agent, as applicable, shall not have been delivered to the Administrative Agent or Collateral Agent, as applicable, within sixty days after giving of notice of resignation by the Administrative Agent or Collateral Agent, as applicable, the resigning Administrative Agent or Collateral Agent, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent or Collateral Agent, as applicable. -155- (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.. Section 12.06

Successor Agents. An Appropriate Subject to the appointment and acceptance of a successor agent as provided in this paragraph, each of the Administrative Agent and Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to notifying the Lenders Lenders, the Issuing Xxxxxxx and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation by the Administrative Agent or removalthe Collateral Agent, the Required Lenders shall have the right right, with the consent (provided no Event of Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedsuccessor. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Appropriate Agent's giving of Administrative Agent or Collateral Agent gives notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentits resignation, then the retiring Appropriate Administrative Agent or Collateral Agent may, in consultation with the Borrower, on behalf of the Lenders and the Issuing Lenders, appoint a successor Appropriate Agent, Administrative Agent or Collateral Agent which shall be a commercial bank having a combined capital and surplus institution with an office in New York, New York, or an Affiliate of at least $5,000,000,000any such bank. Upon the acceptance of any its appointment as Appropriate Administrative Agent or Collateral Agent hereunder by a successor Appropriate Agent as to any of the Facilitiessuccessor, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Administrative Agent or Collateral Agent, as applicable, and the retiring Appropriate Administrative Agent or shall be discharged from its duties and obligations under this Agreementhereunder. Upon The fees payable by the acceptance of any appointment as Appropriate Agent hereunder by Borrower to a successor Appropriate Administrative Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate or Collateral Agent shall be discharged from the same as those payable to its duties predecessor unless otherwise agreed between the Borrower and obligations under this Agreement as to such Facility, other than 105 as aforesaidsuccessor. After any the retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate Agent as to any of the Facilitieshereunder, the provisions of this Article VII and ‎Section 10.04 shall inure to its continue in effect for the benefit as to of such retiring Administrative Agent or Collateral Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Appropriate Administrative Agent or Collateral Agent, as to any Facility under this Agreementapplicable.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Goxxxxx Xaxxx Xank USA as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Goxxxxx Xachs Bank USA resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) another existing L/C issuer, or a successor L/C Issuer that is appointed pursuant to the following sentence, issues substitute Letters of Credit for, or makes other arrangements to effectively assume, any such Letters of Credit issued by Goxxxxx Xaxxx Xank USA. Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged 181 from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Goxxxxx Xaxxx Xank USA to effectively assume the obligations of Goxxxxx Xachs Bank USA with respect to such Letters of Credit.

Successor Agents. An Appropriate Agent and Letter of Credit Agent may resign as ---------------- to one or more give written notice of the Facilities resignation at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required The Majority Lenders shall have the right with the prior written consent of Borrower (which shall not be unreasonably withheld or delayed) to appoint a successor Appropriate Agent as to such or successor Letter of the Facilities as to which such Appropriate Agent has resigned or been removedCredit Agent. If no successor Appropriate Agent or successor Letter of Credit Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Appropriate Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Appropriate Agent or Letter of Credit Agent, as the case may be, then the retiring Appropriate Agent may, or Letter of Credit Agent may on behalf of the Lenders, appoint a successor Appropriate Agent or Letter of Credit Agent, as the case may be, which shall be a commercial bank organized under the laws of the United States or of any state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least $5,000,000,000500,000,000. Upon the acceptance of any appointment as Appropriate Agent or Letter of Credit Agent hereunder by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent or Letter of Credit Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent or Letter of Credit Agent, as the case may be, and the retiring Appropriate Agent or Letter of Credit Agent shall be discharged from its duties and obligations under this Agreement. Upon Until the acceptance of any appointment as Appropriate Agent hereunder by such a successor Appropriate Agent as to only one or successor Letter of Credit Agent, the Facilities, such successor Appropriate retiring Agent or Letter of Credit Agent shall succeed to and become vested with all continue as "Agent" or "Letter of Credit Agent," as the rightscase may be, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaidhereunder. After any retiring Appropriate Agent's or retiring Letter of Credit Agent's resignation or removal hereunder as Appropriate Agent or Letter of Credit Agent, as to any of the Facilitiescase may be, shall become effective, 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 Appropriate Agent as to any Facility or Letter of Credit Agent under this Agreement. Any company into which Agent or Letter of Credit Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or, in the case of Agent, any company to which Agent may sell or transfer all or substantially all of its agency relationships, shall be the successor to Agent or Letter of Credit Agent, as the case may be, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Parent Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Parent Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalParent Borrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Parent Borrower at all times other than during the existence of a Specified Default (which consent of the Facilities as to which such Appropriate Agent has resigned Parent Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Parent Borrower, in the case of a removal may appoint, with the consent of the LendersParent Borrower (in the case of a resignation) at all times other than during the existence of a Specified Default (which consent of the Parent Borrower shall not be unreasonably withheld or delayed), appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000agent from among the Lenders. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated (provided that the acceptance of any appointment as Appropriate retiring Administrative Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate or Collateral Agent shall succeed continue to and become vested with all the rights, powers, discretion, privileges and duties of be subject to Section 10.08). After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII 9 and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Parent Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents (provided that the retiring Administrative Agent or Collateral Agent shall continue to be subject to Section 10.08). After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as L/C Issuer and Swing Line Lender pursuant to Section 10.07(k). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- Administrative Agent (as to one or more of the Facilities at any time by giving written Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lenders and the Borrowers Borrowers; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and may be removed as to any of the Facilities at any time with or without cause by the Required LendersSwingline Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or removalClasses shall have the right, in consultation with the Borrowers, to appoint a successor Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right right, in consultation with the Borrowers to appoint a successor Appropriate Agent as to Collateral Agent, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which such Appropriate Agent has resigned or been removedUnited States. If no successor Appropriate Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the LendersLenders of the applicable Class or Classes, appoint a successor Appropriate Administrative Agent or Collateral Agent, which as the case may be, selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment shall be a commercial bank having a combined capital subject to the prior written approval of the Borrowers (which approval may not be unreasonably withheld and surplus shall not be required upon the occurrence and during the continuance of at least $5,000,000,000an Event of Default). Upon the acceptance of any appointment as Appropriate Administrative Agent hereunder or Collateral Agent by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to such Facilityassign to the successor Agent its rights as Administrative Agent or Collateral Agent, other than 105 as aforesaidthe case may be, under the Loan Documents. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the Facilitiessuch resignation, the provisions retiring Agent shall continue to have the benefit of this Article VII shall inure to its benefit VIII as to any actions taken or omitted to be taken by it while it was an Appropriate Agent as to any Facility under this Agreement.Agreement and the other Loan Documents. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer

Successor Agents. An Appropriate Any Agent may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, in the case of the Tranche A Collateral Agent, the Required Lenders Requisite Tranche A Lenders, in the case of the Tranche B Collateral Agent, the Tranche B Lenders, and, in the case of the Administrative Agent, the Requisite Lenders, shall have the right to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedAgent. If no successor Appropriate Agent shall have been so appointed by by, in the Required case of the Tranche A Collateral Agent, the Requisite Tranche A Lenders, in the case of the Tranche B Collateral Agent, the Tranche B Lenders, and in the case of the Administrative Agent, the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentresignation, then the retiring Appropriate Agent may, on behalf of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000selected from among the Lenders then entitled to instruct such Agent. Upon the acceptance of any appointment as Appropriate Administrative Agent, Tranche A Collateral Agent hereunder or Tranche B Collateral Agent, as the case may be, by a successor Appropriate Agent as to any of the FacilitiesAgent, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as and the other Loan Documents. Prior to such Facility, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Administrative Agent, Tranche A Collateral Agent or Tranche B Collateral Agent, as to any of the Facilitiescase may be, the provisions retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent, Tranche A Collateral Agent or Tranche B Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article VII shall inure to its benefit ARTICLE X as to any actions taken or omitted to be taken by it while it was an Appropriate Administrative Agent, Tranche A Collateral Agent or Tranche B Collateral Agent, as to any Facility the case may be, under this AgreementAgreement and the other Loan Documents.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Citibank as Administrative Agent and Collateral Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender pursuant to Sections 2.03(s) and 2.04(i).

Successor Agents. An Appropriate Each Administrative Agent and the Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written give notice thereof of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required LendersBorrowers. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to the reasonable consent of the U.S. Parent Borrower so long as no Default or Event of Default has occurred and is continuing, to appoint a successor Appropriate Agent as to successor, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which such Appropriate Agent has resigned or been removedUnited States. If no such successor Appropriate Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Appropriate Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentits resignation, then the retiring Appropriate Agent may, may on behalf of the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon Agent meeting the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of qualifications set forth above; provided that if the Facilities, such successor Appropriate retiring Agent shall succeed to notify the U.S. Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of (1) the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this AgreementSection. Upon the acceptance of any a successor’s appointment as Appropriate the Administrative Agent hereunder by a successor Appropriate Agent or Collateral Agent, as to only one of the Facilitiescase may be, hereunder, such successor Appropriate Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility(or retired) Agent, and the retiring Appropriate 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 Agreement as to such Facility, other than 105 as aforesaidSection). After any the retiring Appropriate Agent's ’s resignation or removal hereunder as Appropriate Agent as to any of and under the Facilitiesother Credit Documents, the provisions of this Article VII Section 11 (including 11.7) and Section 12.5 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 acting as an Appropriate Agent as to any Facility under this AgreementAgent.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent.

Successor Agents. An Appropriate Each of the Administrative Agent and Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written give notice thereof of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required LendersParent Borrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, subject to the reasonable consent of the Parent Borrower so long as no Specified Event of Default is continuing, to appoint a successor Appropriate Agent as to successor, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which such Appropriate Agent has resigned or been removedUnited States. If no such successor Appropriate Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Appropriate Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentits resignation, then the retiring Appropriate Agent may, may on behalf of the LendersLenders and the Letter of Credit Issuer, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon Agent meeting the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to any of qualifications set forth above; provided that if the Facilities, such successor Appropriate retiring Agent shall succeed to notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of (1) the retiring Appropriate Agent, and the retiring Appropriate Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this AgreementSection. Upon the acceptance of any a successor’s appointment as Appropriate the Administrative Agent hereunder by a successor Appropriate Agent or Collateral Agent, as to only one of the Facilitiescase may be, hereunder, such successor Appropriate Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility(or retired) Agent, and the retiring Appropriate 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 Agreement as Section). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Facility, other than 105 Agent shall be the same as aforesaidthose payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After any the retiring Appropriate Agent's ’s resignation or removal hereunder as Appropriate Agent as to any of and under the Facilitiesother Credit Documents, the provisions of this Article VII Section 13 (including Section 13.7) and Section 14.5 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 acting as an Appropriate Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to any Facility and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Deutsche Bank AG New York Branch as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Deutsche Bank AG New York Branch resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) another existing L/C issuer, or a successor L/C Issuer that is appointed pursuant to the following sentence, issues substitute Letters of Credit for, or makes other arrangements to effectively assume, any such Letters of Credit issued by Deutsche Bank AG New York Branch. Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Deutsche Bank AG New York Branch to effectively assume the obligations of Deutsche Bank AG New York Branch with respect to such Letters of Credit.

Successor Agents. An Appropriate Each of the Administrative Agent and the Collateral Agent may resign as ---------------- to one the Administrative Agent or more of the Facilities at any time by giving written Collateral Agent, as applicable upon thirty (30) days’ notice thereof to the Lenders and the Borrowers Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may be remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalBorrower, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Appropriate Agent as agent for the Lenders, which successor agent shall be consented to such by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Facilities as to which such Appropriate Agent has resigned Borrower shall not be unreasonably withheld or been removeddelayed). If no successor Appropriate Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after effective date of the retiring Appropriate Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Appropriate Administrative Agent or the Collateral Agent, then as applicable, the retiring Appropriate Administrative Agent mayor the Collateral Agent, on behalf as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders, appoint a successor Appropriate Agent, which shall be a commercial bank having a combined capital and surplus of at least $5,000,000,000. Upon the acceptance of any its appointment as Appropriate Agent hereunder by a successor Appropriate Agent agent hereunder, the Person acting as to any of the Facilities, such successor Appropriate Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Appropriate Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean 181 such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appropriate Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under this Agreementterminated. Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of After the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of Administrative Agent’s or the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be discharged from its duties and obligations under this Agreement as to such Facility, other than 105 as aforesaid. After any retiring Appropriate Collateral Agent's ’s resignation or removal hereunder as Appropriate the Administrative Agent as to any of the Facilitiesor Collateral Agent, the provisions of this Article VII IX and the provisions of 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 Appropriate the Administrative Agent as to any Facility or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent, as applicable, shall instead be made by or to each Lender directly until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by KeyBank as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If KeyBank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If KeyBank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to KeyBank to effectively assume the obligations of KeyBank with respect to such Letters of Credit.

Successor Agents. An Appropriate Subject to the appointment and acceptance of a successor agent as provided in this paragraph, each of the Administrative Agent and Collateral Agent may resign as ---------------- to one or more of the Facilities at any time by giving written notice thereof to notifying the Lenders Lenders, the Issuing Xxxxxxx and the Borrowers and may be removed as to any of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation by the Administrative Agent or removalthe Collateral Agent, the Required Lenders shall have the right right, with the consent (provided no Event of Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removedsuccessor. If no successor Appropriate Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Appropriate Agent's giving of Administrative Agent or Collateral Agent gives notice of resignation or the Required Lenders' removal of the retiring Appropriate Agentits resignation, then the retiring Appropriate Administrative Agent or Collateral Agent may, in consultation with the Borrower, on behalf of the Lenders and the Issuing Lenders, appoint a successor Appropriate Agent, Administrative Agent or Collateral Agent which shall be a commercial bank having a combined capital and surplus institution with an office in New York, New York, or an Affiliate of at least $5,000,000,000any such bank. Upon the acceptance of any its appointment as Appropriate Administrative Agent or Collateral Agent hereunder by a successor Appropriate Agent as to any of the Facilitiessuccessor, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Administrative Agent or Collateral Agent, as applicable, and the retiring Appropriate Administrative Agent or shall be discharged from its duties and obligations under this Agreementhereunder. Upon The fees payable by the acceptance of any appointment as Appropriate Agent hereunder by Borrower to a successor Appropriate Administrative Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrowers in respect of such Facility, and the retiring Appropriate or Collateral Agent shall be discharged from the same as those payable to its duties predecessor unless otherwise agreed between the Borrower and obligations under this Agreement as to such Facility, other than 105 as aforesaidsuccessor. After any the retiring Appropriate Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Appropriate Agent as to any of the Facilitieshereunder, the provisions of this Article VII and Section 10.04 shall inure to its continue in effect for the benefit as to of such retiring Administrative Agent or Collateral Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Appropriate Administrative Agent or Collateral Agent, as to any Facility under this Agreementapplicable.