Common use of Successor Clause in Contracts

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may resign as such at any time also, upon at least 30 days’ ' prior notice to the Borrower and all LendersBorrower, voluntarily resign. If the initial or any successor Administrative Agent at ever ceases to be a party to this Agreement or if the initial or any time shall resignsuccessor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving Agent has given notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000 (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Loan Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative AgentAgent under the Credit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Facility Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment. If the Administrative Facility Agent at any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender Xxxxxx as a successor Administrative to the Facility Agent that which shall thereupon become such Facility Agent’s successor hereunder (provided that the Administrative Agent hereunderRequired Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Facility Agent). If no successor Administrative Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Facility Agent’s giving notice of resignation, then the retiring Administrative Facility Agent may, on behalf of the Lenders, appoint a successor Administrative Facility Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that1,000,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Facility Agent hereunder by a successor Administrative Facility Agent, such successor Administrative Facility Agent shall be entitled to receive from the retiring Administrative resigning Facility Agent such documents of transfer and assignment as such successor Administrative Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative resigning Facility Agent, and the retiring Administrative resigning Facility Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative resigning Facility Agent’s resignation hereunder as the Administrative Facility Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Facility Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment. If the Administrative Facility Agent at any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor Administrative to the Facility Agent that which shall thereupon become such Facility Agent’s successor hereunder (provided that the Administrative Agent hereunderRequired Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Facility Agent). If no successor Administrative Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Facility Agent’s giving notice of resignation, then the retiring Administrative Facility Agent may, on behalf of the Lenders, appoint a successor Administrative Facility Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that1,000,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Facility Agent hereunder by a successor Administrative Facility Agent, such successor Administrative Facility Agent shall be entitled to receive from the retiring Administrative resigning Facility Agent such documents of transfer and assignment as such successor Administrative Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative resigning Facility Agent, and the retiring Administrative resigning Facility Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative resigning Facility Agent’s resignation hereunder as the Administrative Facility Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Agent for such resigning Agent has been appointed as provided in this Section 10.4 and such successor Agent has accepted such appointment (provided that no successor Agent shall be appointed for any Agent, other than the Administrative Agent, if after giving effect to such Agent’s resignation there would still be two Agents). If the Administrative any Agent at any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor Administrative to such Agent that which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent hereunderAgent, the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) offer to each of the other Agents in turn, in the order of their respective Commitments (or, if the Commitments have been terminated, the outstanding principal amount of their respective Loans), the right to become successor Administrative Agent). If no successor Administrative Agent for any resigning Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative resigning Agent’s giving notice of resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or or, in the case of a resigning Administrative Agent, a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower’s prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may resign as such at any time also, upon at least 30 days’ prior notice to the Borrower and all LendersBorrower, voluntarily resign. If the initial or any successor Administrative Agent at ever ceases to be a party to this Agreement or if the initial or any time shall resignsuccessor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower’s approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving Agent has given notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower’s prior written consent that may not be unreasonably withheld, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000 (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Loan Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent’s resignation hereunder as the Administrative AgentAgent under the Credit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Micro and all the Lenders. If the Administrative an Agent shall at any time shall resign, the Required Lenders Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent that or Syndication Agent, as the case may be, whereupon such Lender shall thereupon become the Administrative Agent or a Syndication Agent hereunder, as the case may be. If no successor 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 Administrative Agent’s or Syndication Agent’s giving notice of resignation, then the retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, after consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, as the case may be, which shall be one of the Lenders or a commercial banking institution that is organized under the laws of the United States (or any State thereof) thereof (or a United States branch or agency of a commercial banking institution, either) and having that has a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder or Syndication Agent hereunder, as the case may be, by a successor Administrative Agent or Syndication Agent, as the case may be, such successor Administrative Agent or Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Syndication Agent, as the case may be, and the retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s or Syndication Agent’s resignation hereunder as the Administrative Agent or a Syndication Agent, as the case may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified in such notice. If the Administrative Agent at any time shall resignresign or be removed, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld or delayed) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignationresignation or receiving notice of removal, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the contrary in this Section 9.4, the Administrative Agent may at any time, without the consent of the Borrower or any Lender, appoint an Affiliate which is a commercial banking institution as a successor Administrative Agent.

Successor. The Syndication Agent may resign as such upon 10 Business Day's notice to the Borrowers and the Administrative Agents. It is agreed that to the extent the Syndication Agent has resigned, all provisions of any Loan Document requiring the consent of the Syndication Agent or the Agents shall be deemed to require the consent of the Administrative Agents. Any Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrowers and all Lenders. If the any Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become replace the resigning Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of (in the United States case of the U.S Facility) the U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and (in the case of the Canadian Facility) listed on Schedule I, II or III of the Bank Act (Canada) and (in each case) having a combined capital and surplus of at least $250,000,000250,000,000 to act as the U.S. Administrative Agent or the Canadian Administrative Agent, as the case may be, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided that, that if, such retiring Administrative Agent is unable to find a Lender or commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any successor Administrative Agent shall require the consent of the Canadian Borrower in the case of the Canadian Administrative Agent and the U.S. Borrower in the case of the U.S. Administrative Agent, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the an Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Administrative Agent under the Loan Documents, and Section 10.3 Sections 12.3 and Section 10.4 12.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section 10.5 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent hereunderAgent). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that1,000,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section 10.5 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent hereunderAgent). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Administrative Agent under the Borrower and all LendersCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower’s approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000 (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s resignation hereunder or removal as Administrative Agent under the Administrative AgentCredit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Representative and all the Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent (with, so long as no Default or Event of Default has occurred and is continuing, the consent of the Borrower Representative (each such consent not to be unreasonably withheld or delayed (and the Borrower Representative shall be deemed to have consented if it fails to object to any assignment within five Business Days after it received written notice thereof)), provided that the resignation of the Agent is not contingent upon such consent), which Lender, upon such appointment (and all applicable consents), thereupon shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, ifhowever, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Credit Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 13.3 and Section 10.4 13.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to Custodian If a successor custodian for the Borrower and all Lenders. If Fund shall be appointed by the Administrative Agent at any time shall resignBoard, the Required Lenders may appoint another Lender as Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities then held by it hereunder and shall transfer to an account of the successor custodian all of the securities held in a successor Administrative Agent that shall thereupon become the Administrative Agent hereunderSecurities System. If no such successor Administrative Agent custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Special Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Special Instructions shall have been so appointed by delivered to the Required Lenders, and Custodian on or before the date when such termination shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignationbecome effective, then the retiring Administrative Agent mayCustodian shall have the right to deliver to a bank or trust company qualified to act as a custodian under the 1940 Act, on behalf doing business in Boston, Massachusetts, or New York, New York, of its own selection, all securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement, and to transfer to an account of such successor custodian all of the LendersFund's securities held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure Special Instructions to appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in abovecustodian, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent Custodian shall be entitled to receive from the retiring Administrative Agent fair compensation for its services during such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder period as the Administrative AgentCustodian retains possession of such securities, funds and other properties and the provisions of this Article Agreement relating to the duties and obligations of the Custodian shall inure remain in full force and effect. Section 16. Governing Law; Successors and Assigns; Immunity; Captions THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF and shall not be assigned by either party, but shall bind the successors in interest of the Fund and the Custodian. To the extent that in any jurisdiction the Fund or the Custodian may now or hereafter be entitled to claim, for itself or its benefit assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Fund or the Custodian, as the case may be, irrevocably shall not claim, and it hereby waives, such immunity. The captions given to any actions taken or omitted the sections and subsections of this Agreement are for convenience of reference only and are not to be taken by it while it was the Administrative Agent under the Loan Documents, and used to interpret this Agreement. Section 10.3 and Section 10.4 shall continue to inure to its benefit17.

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Parent Borrower and all Lenders. If the Administrative any Agent at any time shall resign, the Required Lenders may appoint (subject to, so long as no Event of Default has occurred and is continuing, the reasonable consent of the Parent Borrower not to be unreasonably withheld or delayed) another Lender as a such Person’s successor Administrative Agent that which shall thereupon become the Administrative applicable Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders (and consented to by the Parent Borrower) and shall have accepted such appointment, appointment within 30 days after the retiring Administrative such Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative such Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative an Agent hereunder by a any successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative an Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent that which shall thereupon become the Administrative Agent Agent’s successor hereunder; provided, that the Required Lenders shall, subject to the consent of the Borrower (unless an Event of Default or a Prepayment Event shall have occurred and be continuing) (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld), offer to each of the other Lenders in turn, in the order of their respective Loan amounts, the right to become successor Administrative Agent. If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the other Loan Documents and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent, the Syndication Agent and the Collateral Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and Revolving Credit Borrowers, the Syndication Agent, all LendersRevolving Credit Lenders and, in the case of the Administrative Agent, the Collateral Agent, and, in the case of the Collateral Agent, the Administrative Agent. If the Administrative Agent, the Syndication Agent or the Collateral Agent at any time shall resign, the Required Revolving Credit Lenders may may, with the prior consent of the Revolving Credit Borrowers and the Syndication Agent (which consents shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Agent that or the Collateral Agent which shall thereupon become the Administrative Agent or the Collateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Revolving Credit Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's, Syndication Agent's or Collateral Agent's giving notice of resignation, then the retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Revolving Credit Lenders, appoint a successor Administrative Agent, Syndication Agent or Collateral Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000. Notwithstanding the foregoing, for so long as ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of ABN as Administrative Agent; provided thatprovided, if, such retiring that at no time during the period commencing with the Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets named, may DLJ resign as either the qualifications set forth in above, Syndication Agent or the retiring Administrative Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, Syndication Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's, Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent or Collateral Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Either Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Micro and all the Lenders. If the Administrative either Agent shall at any time shall resign, the Required Lenders Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent that or Syndication Agent, as the case may be, whereupon such Lender shall thereupon become the Administrative Agent or the Syndication Agent hereunder, as the case may be. If no successor 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 Administrative Agent’s or Syndication Agent’s giving notice of resignation, then the retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, after consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, as the case may be, which shall be one of the Lenders or a commercial banking institution that is organized under the laws of the United States (or any State thereof) thereof (or a United States branch or agency of a commercial banking institution, either) and having that has a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder or Syndication Agent hereunder, as the case may be, by a successor Administrative Agent or Syndication Agent, as the case may be, such successor Administrative Agent or Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Syndication Agent, as the case may be, and the retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s or Syndication Agent’s resignation hereunder as the Administrative Agent or Syndication Agent, as the case may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Syndication Agent may resign as such upon one Business Day's notice to WWI and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ days prior notice to the Borrower WWI and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of WWI (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatPROVIDED, HOWEVER, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring -106- Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Subject to the appointment of a successor as provided below, the Administrative Agent or the Collateral Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all LendersBanks. If the Administrative Agent or the Collateral Agent at any time shall resign, so long as no Event of Default shall have occurred and be continuing, the Required Lenders Borrower with the consent of the remaining Agents (and if an Event of Default shall have occurred and be continuing, the Majority Banks) may appoint another Lender as a successor Administrative Agent that or Collateral Agent which shall thereupon become the Administrative Agent or Collateral Agent, respectively, hereunder. In the event the successor Administrative Agent or the Collateral Agent is not at the time of its appointment, a Bank hereunder, so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the right to consent to the successor Administrative Agent or Collateral Agent, which consent shall not be unreasonably withheld or delayed. If no successor Administrative Agent or Collateral Agent shall have been so appointed by the Required LendersBorrower and the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's or Collateral Agent's giving notice of resignation, then the retiring Administrative Agent or the Collateral Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent or Collateral Agent, respectively, which shall be one of the Lenders Banks or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above100,000,000. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent hereunder by a successor Administrative Agent or Collateral Agent, such successor Administrative Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's or Collateral Agent's resignation hereunder as the Administrative Agent or Collateral Agent, respectively, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under the Loan Documents, this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent, the Syndication Agent and the Collateral Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrower, the Syndication Agent and all LendersTerm Loan Lenders and, in the case of the Administrative Agent, the Collateral Agent, and in the case of the Collateral Agent, the Administrative Agent. If the Administrative Agent, the Syndication Agent or the Collateral Agent at any time shall resign, the Required Term Loan Lenders may may, with the prior consent of the Borrower and the Syndication Agent (which consents shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Agent that or Collateral Agent which shall thereupon become the Administrative Agent, Syndication Agent or the Collateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Term Loan Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's, Syndication Agent's or Collateral Agent's giving notice of resignation, then the retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Term Loan Lenders, appoint a successor Administrative Agent or Collateral Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000. Notwithstanding the foregoing, for so long as ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of ABN as Administrative Agent; provided thatprovided, if, such retiring that at no time during the period commencing with the Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets named, may DLJ resign as either the qualifications set forth in above, the retiring Administrative Syndication Agent or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, Syndication Agent or Collateral Agent, and the retiring Administrative Agent, Syndication Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's, retiring Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent or Collateral Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall be reasonably acceptable to the Borrower and shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, ifhowever, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent, the Syndication Agent and the Collateral Agent may resign as such at any time upon at least 30 days’ days prior notice to the Borrower Borrower, the Syndication Agent and all LendersTerm Loan Lenders and, in the case of the Administrative Agent, the Collateral Agent, and in the case of the Collateral Agent, the Administrative Agent. If the Administrative Agent, the Syndication Agent or the Collateral Agent at any time shall resign, the Required Term Loan Lenders may may, with the prior consent of the Borrower and the Syndication Agent (which consents shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Agent that or Collateral Agent which shall thereupon become the Administrative Agent, Syndication Agent or the Collateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Term Loan Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's, Syndication Agent's or Collateral Agent's giving notice of resignation, then the retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Term Loan Lenders, appoint a successor Administrative Agent or Collateral Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000. Notwithstanding the foregoing, for so long as ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of ABN as Administrative Agent; provided thatprovided, if, such retiring that at no time during the period commencing with the Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets named, may DLJ resign as either the qualifications set forth in above, the retiring Administrative Syndication Agent or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, Syndication Agent or Collateral Agent, and the retiring Administrative Agent, Syndication Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's, retiring Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent or Collateral Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to the Borrower and all Lenders, and shall resign upon the request of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld), which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment 10,000,000,000 (as shown on its most recently published statement of condition) and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Xxxxx'x or BBB+ by S & P. Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations as Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall Section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue . If Borrower fails to inure respond to its benefit.any written request for any consent required in this

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Borrower and FEC, in its capacity as Tranche A Lender (such consent not to be unreasonably withheld in either case), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become the Administrative Agent hereunderAgent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event of Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld) offer to each of the other Tranche B Lenders in turn, in the order of their respective Tranche B Commitment Amounts, the right to become successor Administrative Agent). If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower and FEC, in its capacity as Tranche A Lender (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld in either case). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the Supplemental Agreement and the other Loan Documents and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Either Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Micro and all the Lenders. If the Administrative either Agent shall at any time shall resign, the Required Lenders Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent that or Documentation Agent, as the case may be, whereupon such Lender shall thereupon become the an Administrative Agent or Documentation Agent hereunder, as the case may be. If no successor Administrative Agent or Documentation Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's or Documentation Agent's giving notice of resignation, then the retiring Administrative Agent or Documentation Agent may, on behalf of the Lenders, after consultations with Micro, appoint a successor Administrative Agent or Documentation Agent, as the case may be, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder or Documentation Agent hereunder, as the case may be, by a successor Administrative Agent or Documentation Agent, as the case may be, such successor Administrative Agent or Documentation Agent shall be entitled to receive from the retiring Administrative Agent or Documentation Agent such documents of transfer and assignment as such successor Administrative Agent or Documentation Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Documentation Agent, as the case may be, and the retiring Administrative Agent or Documentation Agent shall be discharged from its duties and obligations under this Agreement. No resignation or removal of either the Loan DocumentsAdministrative Agent or Documentation Agent pursuant to this Section 10.4 shall be effective until the appointment of a successor Administrative Agent or Documentation Agent, as the case may be, has become effective. After any retiring Administrative Agent’s 's or Documentation Agent's resignation hereunder as an Administrative Agent or Documentation Agent, as the Administrative Agentcase may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may resign as such If at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notification of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective on the later to occur of (i) the thirtieth day after the date of such notice and (ii) the date upon which any time successor Administrative Agent, in accordance with the provisions of this Section 10.9, shall resignhave accepted in writing its appointment as such successor Administrative Agent. Upon any such resignation of the Administrative Agent, the Required Lenders may shall have the right to appoint another Lender as from among the Lenders a successor Administrative Agent that shall thereupon become the Administrative Agent hereunderAgent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be one of the Lenders or a commercial banking institution bank organized under the laws of the United States (of America or of any State thereof) or a United States branch or agency of a commercial banking institution, thereof and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments shall be terminated. The Borrower and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents. If at any time hereunder there shall not be a duly appointed and acting Administrative Agent, and Section 10.3 and Section 10.4 shall continue the Borrower agrees to inure make each payment due under the Loan Documents directly to its benefitthe Persons entitled thereto during such time.

Successor. The Administrative Agent Lender may resign as such at any time upon at least 30 days’ days prior notice to the Borrower Borrowers' Agent and all Lenders. If the Administrative Agent Lender at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that Lender which shall thereupon become the Administrative Agent Lender hereunder. If no successor Administrative Agent Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s Lender's giving notice of resignation, then the retiring Administrative Agent Lender may, on behalf of the Lenders, appoint a successor Administrative AgentLender, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent Lender hereunder by a successor Administrative AgentLender, such successor Administrative Lender shall give Borrowers' Agent notice of such acceptance, shall be entitled to receive from the retiring Administrative Agent Lender such documents of transfer and assignment as such successor Administrative Agent Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative AgentLender, and the retiring Administrative Agent Lender shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s Lender's resignation hereunder as the Administrative AgentLender, the provisions of (a) this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent Lender under the Loan Documents, this Agreement; and (b) Section 13.2 and Section 10.3 and Section 10.4 13.3 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000250,000,000 to act as Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any successor Administrative Agent pursuant to the fifth sentence of this Section 9.4 shall require the consent of the Borrower, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent Lender may resign as such at any time upon at least 30 days’ days prior notice to the Borrower Borrowers’ Agent and all Lenders. If the Administrative Agent Lender at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that Lender which shall thereupon become the Administrative Agent Lender hereunder. If no successor Administrative Agent Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative AgentLender’s giving notice of resignation, then the retiring Administrative Agent Lender may, on behalf of the Lenders, appoint a successor Administrative AgentLender, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent Lender hereunder by a successor Administrative AgentLender, such successor Administrative Lender shall give Borrowers’ Agent notice of such acceptance, shall be entitled to receive from the retiring Administrative Agent Lender such documents of transfer and assignment as such successor Administrative Agent Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative AgentLender, and the retiring Administrative Agent Lender shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative AgentLender’s resignation hereunder as the Administrative AgentLender, the provisions of (a) this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent Lender under the Loan Documents, this Agreement; and (b) Section 13.2 and Section 10.3 and Section 10.4 13.3 shall continue to inure to its benefit.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to WWI and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ days prior notice to the Borrower WWI and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of WWI (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Administrative Agent under the Borrower and all LendersCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000 (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentCredit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time and shall resign upon at least 30 days’ prior notice the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities under the Borrower and all LendersLoan Documents). If the initial, or any successor to, Administrative Agent ever ceases to be a party to this agreement or if either of the initial, or any successor to, Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders may shall appoint another Lender as a successor to Administrative Agent that shall thereupon become from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor to such Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall that (i) must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that1,000,000,000 (as shown on its most recently published statement of condition), ifand (ii) must be consented to by Borrower, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation which consent shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovenot be unreasonably delayed or withheld. Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations as Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Each Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Administrative Borrower and all Lenders. If the Administrative an Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that or Collateral Monitoring Agent, as applicable, which shall thereupon become the Administrative Agent or the Collateral Monitoring Agent, as the case may be, hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Monitoring Agent, as the case may be, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent or Collateral Monitoring Agent hereunder by a successor Administrative Agent or the Collateral Monitoring Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent or the Collateral Monitoring Agent, as the case may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Monitoring Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent Trust Protector may resign as appoint a successor Trust Protector to serve in such capacity in the event of the death, disability, or resignation of the Trust Protector. A series of alternates may be named in an order of priority set by the Trust Protector. Any such appointment, or any resignation (with or without such an appointment), must be made, if at any time upon all, by a written notice provided while the Trust Protector is serving, and sent at least 30 days’ prior notice days before it becomes effective to the Borrower Trustee and all Lendersto each current beneficiary. If no such appointment is made, the Trust Protector shall be replaced by a court of competent jurisdiction in the same manner as for the appointment of a successor trustee where none is named in this instrument or appointed by a person granted under this instrument the power to make such an appointment. The Trust Protector may be removed and replaced by a court of competent jurisdiction for good cause shown on petition from any person who then is a qualified beneficiary or any person interested in the trust other than a Trustee, Trustor or Trustor’s spouse, or a person who has contributed to the trust or such contributing person’s spouse. Any successor Trust Protector must be an individual, bank trust department, or trust company who can provide independent judgment and shall not be a Trustor or Trustor’s spouse, a person who has contributed to the trust or such person’s spouse, the Trustee or a Cotrustee, a person specifically named in this instrument to serve as a successor trustee, or a qualified beneficiary. If a power of the Trust Protector would be exercisable by the Trustee if no Trust Protector is then serving, then while no appointment of a successor Trust Protector has taken effect, the Trustee shall have discretion exercisable in good faith to exercise the power (for example, where timing or other factors make such exercise by Trustee prudent) or to await the taking effect of the appointment of a successor Trust Protector so the successor Trust Protector may decide whether to exercise or not exercise the power; however, the Trustee shall not be subject to being compelled by any person to exercise such power if it has exercised its discretion not to so exercise the power but to let a successor Trust Protector do so or not do so. If the Administrative Agent at any time shall resignTrustee exercises the authority of the Trust Protector, the Required Lenders may appoint another Lender as a successor Administrative Agent that standards applicable to the Trust Protector shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted apply to such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.exercise..

Successor. The Administrative Agent, the Syndication Agent and the Collateral Agent may resign as such at any time upon at least 30 days’ days prior notice to the Borrower and Revolving Credit Borrowers, the Syndication Agent, all LendersRevolving Credit Lenders and, in the case of the Administrative Agent, the Collateral Agent, and, in the case of the Collateral Agent, the Administrative Agent. If the Administrative Agent, the Syndication Agent or the Collateral Agent at any time shall resign, the Required Revolving Credit Lenders may may, with the prior consent of the Revolving Credit Borrowers and the Syndication Agent (which consents shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Agent that or the Collateral Agent which shall thereupon become the Administrative Agent or the Collateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Revolving Credit Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s Agents, Syndication Agents or Collateral Agents giving notice of resignation, then the retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Revolving Credit Lenders, appoint a successor Administrative Agent, Syndication Agent or Collateral Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000. Notwithstanding the foregoing, for so long as ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of ABN as Administrative Agent; provided thatprovided, if, such retiring that at no time during the period commencing with the Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets named, may DLJ resign as either the qualifications set forth in above, Syndication Agent or the retiring Administrative Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, Syndication Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s Agents, Syndication Agents or Collateral Agents resignation hereunder as the Administrative Agent, Syndication Agent or Collateral Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all the Lenders. If the Administrative any Agent shall at any time shall resign, the Required Lenders Lenders, after consultations with the Borrower, may appoint another Lender as a successor Administrative Agent that or Co-Syndication Agent, as the case may be, whereupon such Lender shall thereupon become the Administrative Agent or a Co-Syndication Agent hereunder, as the case may be. If no successor Administrative Agent or Co-Syndication Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s or Co-Syndication Agent’s giving notice of resignation, then the retiring Administrative Agent or Co-Syndication Agent may, on behalf of the Lenders, after consultations with the Borrower, appoint a successor Administrative Agent or Co-Syndication Agent, as the case may be, which shall be one of the Lenders or a commercial banking institution that is organized under the laws of the United States (or any State thereof) thereof (or a United States branch or agency of a commercial banking institution, either) and having that has a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder or Co-Syndication Agent hereunder, as the case may be, by a successor Administrative Agent or Co-Syndication Agent, as the case may be, such successor Administrative Agent or Co-Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Co-Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Co-Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Co-Syndication Agent, as the case may be, and the retiring Administrative Agent or Co-Syndication Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s or Co-Syndication Agent’s resignation hereunder as the Administrative Agent or Co-Syndication Agent, as the case may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Guarantor and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Guarantor and FEC, in its capacity as Tranche A Lender (such consent not to be unreasonably withheld in either case), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become the Administrative Agent hereunderAgent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Guarantor unless an Event of Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld) offer to each of the other Tranche B Lenders in turn, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent). If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Guarantor and FEC, in its capacity as Tranche A Lender (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld in either case). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning NYDOCS02/877859.5 61 Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the Supplemental Agreement and the other Loan Documents and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to Borrowers and Lenders, and shall resign upon the Borrower and all Lendersrequest of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrowers' approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, if no Default or Potential Default exists, is subject to Borrowers' approval that may not be unreasonably withheld), which shall must be one of the Lenders or a commercial banking bank or other licensed financial institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment 1,000,000,000 (as shown on its most recently published statement of condition) and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Xxxxx'x or BBB+ by S & P. Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall Section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents. If Borrowers fail to respond to any written request for any consent required in this SECTION 12.1(B) within five (5) Business Days after the date that Borrowers receive such request, and Section 10.3 and Section 10.4 then Borrowers shall continue be deemed to inure have given its consent to its benefitsuch request.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint (subject to, so long as no Event of Default has occurred and is continuing, the reasonable consent of the Borrower not to be unreasonably withheld or delayed) another Lender as a such Person’s successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required LendersLenders (and consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a any successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Administrative Agent under the Borrower and all LendersCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000 (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan DocumentsCredit Documents (but, when used in connection with LCs issued and outstanding before the appointment of the successor Administrative Agent, "Administrative Agent" shall continue to refer solely to the prior Administrative Agent, but any LCs issued or renewed after the appointment of any successor Administrative Agent shall be issued or renewed by the successor Administrative Agent), and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentCredit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all LendersLenders hereunder. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower so long as there is no Event of Default (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that Agent, which shall thereupon become the Administrative Agent hereunder; provided that, unless there shall exist another Issuer hereunder, such institution is also appointed as an Issuer hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent mayAgent, on behalf of the LendersLenders and with the Borrower's consent so long as there is no Event of Default (such consent not to be unreasonably withheld or delayed), may appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to the benefit of the retiring Administrative Agent, its benefit sub-agents and their respective related parties as to any actions taken or omitted to be taken by it them while it BANA was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its their benefit.

Successor. The Syndication Agent and the Documentation Agent may resign as such upon one Business Day's notice to the Company and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Company and all Lenders. The Administrative Agent may be removed at any time with or -115- 123 without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified in such notice. If the Administrative Agent at any time shall resignresign or be removed, the Required Lenders may may, with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignationresignation or receiving notice of removal, then the retiring Administrative Agent may, on behalf of the Lenders, with the consent of the Company, which consent shall not be unreasonably withheld and which shall not be required if an Event of Default has occurred and is continuing, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such the successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agentsuch, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the contrary in this Section 9.4, the Administrative Agent may at any time, without the consent of the Company, any Obligor or any Lender, appoint an Affiliate which is a commercial banking institution as a successor Administrative Agent.

Successor. The Syndication Agent may resign as such upon one Business Day’s notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that (subject to the Borrower’s consent, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing) which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (subject to the Borrower’s consent, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing), which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000; provided provided, that, if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 Sections 12.3 and Section 10.4 12.4 shall continue to inure to its benefit. Any resignation by Credit Suisse as Administrative Agent pursuant to this Section shall also constitute its resignation as a Revolving Issuer and Synthetic Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuers, (b) the retiring Issuers shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuers shall issue letters of credit in substitution for the Letters of Credit issued by the retiring Issuers, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to the retiring Issuers to effectively assume the obligations of the retiring Issuers with respect to such Letters of Credit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all the Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent (with, so long as no Default or Event of Default has occurred and is continuing, the consent of the Borrower (each such consent not to be unreasonably withheld or delayed (and the Borrower shall be deemed to have consented if it fails to object to any assignment within five Business Days after it received written notice thereof)), provided that the resignation of the Agent is not contingent upon such consent), which Lender, upon such appointment (and all applicable consents), thereupon shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, ifhowever, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Credit Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 13.3 and Section 10.4 13.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Guarantor and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Guarantor and FEC, in its capacity as Tranche A Lender (such consent not to be unreasonably withheld in either case), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become the Administrative Agent hereunderAgent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Guarantor unless an Event of Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld) offer to each of the other Tranche B Lenders in turn, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent). If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Guarantor and FEC, in its capacity as Tranche A Lender (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld in either case). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the Supplemental Agreement and the other Loan Documents and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this NYDOCS03/880756.14 60 Agreement and the other Loan Documents. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Administrative Agent under the Borrower and all LendersCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent maymay (subject, if no Event of Default or Potential Default exists, to Borrower's approval that may not be unreasonably withheld), on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000 (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentCredit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the U.S. Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring $$/BREAK/$$END Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Either or both of the Administrative Agent and the Collateral Agent may resign as such at any time upon at least 30 days’ prior thirty days notice to the Borrower and all Lenders. If either the Administrative Agent at any time shall resignor the Collateral Agent resigns, the Required Lenders may shall appoint another Lender as from among the Lenders a successor Administrative Agent that administrative agent or collateral agent, as appropriate, for the Lenders, which successor administrative agent or collateral agent shall thereupon become be consented to by the Administrative Agent hereunderBorrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent or collateral agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf effective date of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until or the Collateral Agent, such timeresigning agent may appoint, if anyafter consulting with the Lenders and the Borrower, a successor administrative agent or collateral agent, as appropriate, from among the Required Lenders appoint a successor as provided for aboveLenders. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent or collateral agent hereunder, such successor Administrative Agent agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning Administrative Agent or Collateral Agent, as appropriate, and thereafter the term “Administrative Agent” or “Collateral Agent”, as appropriate, shall mean such successor administrative agent or collateral agent, as appropriate, and the retiring resigning agent’s appointment, powers and duties as Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documentsterminated. After any retiring Administrative Agent’s such resignation hereunder as the Administrative Agenthereunder, the provisions of this Article Section 10 and Sections 11.4 and 11.9 shall inure to its the benefit of such resigning agent as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent hereunder. If no successor has accepted appointment as administrative agent or collateral agent, as appropriate, by the date thirty days following such 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 Administrative Agent or the Collateral Agent, as appropriate, under the Loan DocumentsCredit Documents until such time, and Section 10.3 and Section 10.4 shall continue to inure to its benefitif any, as the Required Lenders appoint a successor agent as provided above.

Successor. The Administrative Collateral Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrower, the Administrative Agent, the Trustee and all Lenderseach Secured Hedging Counterparty. The Secured Parties holding at least two-thirds of the Secured Obligations (the "REMOVING SECURED PARTIES") may remove the Collateral Agent for cause upon at least 30 days notice to the Collateral Agent. If the Administrative Collateral Agent at any time shall resignresign or be removed under this Agreement, the Required Lenders Secured Parties may appoint the Administrative Agent, the Trustee or another Lender Secured Party that is a commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000 as a successor Administrative Collateral Agent that which shall thereupon become the Administrative Collateral Agent hereunder. If no successor Administrative Collateral Agent shall have been so appointed by the Required LendersSecured Parties, and shall have accepted such appointment, within 30 days after the retiring Administrative Collateral Agent’s 's giving notice of resignationresignation or within 30 days after the Removing Secured Parties' giving notice of removal, then the retiring Administrative Collateral Agent may(in the case of resignation) or the Removing Secured Parties (in the case of removal) shall, on behalf of the LendersSecured Parties, appoint a successor Administrative Collateral Agent, which shall be the Administrative Agent, the Trustee or one of the Lenders or other Secured Parties that is a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatPROVIDED, HOWEVER, that if, such retiring Administrative Collateral Agent is unable to find a commercial banking institution that replacement which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Collateral Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders Secured Parties shall assume and perform all of the duties of the Administrative Collateral Agent hereunder until such time, if any, as the Required Lenders Secured Parties appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Collateral Agent hereunder by a successor Administrative Collateral Agent, such successor Administrative Collateral Agent shall be entitled to receive from the retiring Administrative Collateral Agent such documents of transfer and assignment as such successor Administrative Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Collateral Agent, and the retiring Administrative Collateral Agent shall be discharged from its duties and obligations under the Loan Collateral Documents. After any retiring Administrative Collateral Agent’s 's resignation or removal hereunder as the Administrative Collateral Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Collateral Agent under the Loan Collateral Documents, and Section 10.3 the third sentence of SECTION 8.1.1 and Section 10.4 Sections 9.3 and 9.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to the Borrower and all Lenders, and shall resign upon the request of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld), which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring 1,000,000,000 (as shown on its most recently published statement of condition) and whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Xxxxx'x or BBB+ by S & P. If no successor Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets has been appointed by the qualifications set forth in Required Lenders or Administrative Agent, as provided above, then the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective forty-five (45) days after the retiring Administrative Agent's notice of resignation and the Required Lenders shall assume and thereafter perform all of the duties of the Administrative Agent hereunder and/or under any other Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent, as provided for abovein this Section 12.1(b). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall Section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents. If Borrower fails to respond to any written request for any consent required in this Section 12.1(b) within ten (10) days after the date that Borrower receives such request, and Section 10.3 and Section 10.4 then Borrower shall continue be deemed to inure have given its consent to its benefitsuch request.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has NYDOCS01/1357357.3 46 been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent that which shall thereupon become the Administrative Agent Agent’s successor hereunder; provided, that the Required Lenders shall, subject to the consent of the Borrower (unless an Event of Default or a Prepayment Event shall have occurred and be continuing) (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld), offer to each of the other Lenders in turn, in the order of their respective Loan amounts, the right to become successor Administrative Agent. If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the other Loan Documents and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may voluntarily resign and shall resign upon the request of Determining Lenders for cause (I.E., Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Agent under the Borrower and all LendersLoan Documents). If the Administrative initial or any successor Agent ever ceases to be a party to this agreement or if the initial or any successor Agent ever resigns (whether voluntarily or at any time the request of Determining Lenders), then Determining Lenders shall resign(which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the Required successor Agent from among Lenders may (OTHER THAN the resigning Agent). If Determining Lenders fail to appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving resigning Agent has given notice of resignationresignation or Determining Lenders have removed the resigning Agent, then the retiring Administrative resigning Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such 1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment and that meets the qualifications set forth in aboveas successor Agent, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective successor Agent succeeds to and the Lenders shall assume and perform becomes vested with all of the duties Rights of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative prior Agent, and the retiring Administrative prior Agent shall be is discharged from its duties and obligations of Agent under the Loan Documents (but, when used in connection with LCs issued and outstanding before the appointment of the successor Agent, "AGENT" shall continue to refer solely to the prior Agent -- but, any LCs issued or renewed after the appointment of any successor Agent shall be issued or renewed by the successor Agent), and each Lender shall execute the documents that any Lender, the resigning or removed Agent, or the successor Agent reasonably request to reflect the change. After any Agent's resignation or removal as Agent under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. (a) The Administrative Agent may resign as such at any time upon at least 30 days’ thirty (30) days prior notice to the Borrower and all LendersBanks. If the Administrative Agent at any time shall resignresigns, the Required Lenders Banks upon unanimous consent may appoint another Lender Bank as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative to the retiring Agent shall have been so appointed by the Required Lendersunanimous consent of the Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be (i) one of the Lenders Banks or (ii) a commercial banking institution organized under the laws law of the United States (or any State thereof) States, or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000US$500,000,000.00. The appointment of any successor Agent pursuant to this Section shall be subject to the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed; provided thatprovided, ifhowever, such retiring Administrative Agent is unable that the Borrower shall be deemed to find a commercial banking institution that is willing have consented to accept any such appointment and that meets if the qualifications set forth in above, resigning Agent has not received notice from the Borrower as to its acceptance or nonacceptance of any proposed successor Agent within twenty (20) days after written notice of any such proposed appointment has been delivered by the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and Agent to the Lenders shall assume and perform Borrower. In all of the duties of the Administrative Agent hereunder until such timeevents, if anyfor any reason no successor to the retiring Agent shall have been appointed and shall have accepted such appointment within forty five (45) days after the retiring Agent's giving notice of resignation, as then the Required Lenders appoint retiring Agent, any Bank or the Borrower may petition any court of competent jurisdiction for the appointment of a successor as provided for aboveAgent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges privileges, and duties of the retiring Administrative AgentAgent hereunder or under any other loan documents or otherwise, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the Loan Documentsother loan documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Article Agreement and the other loan documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under this Agreement or any of the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefitother loan documents.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatPROVIDED, HOWEVER, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section SECTION 10.3 and Section SECTION 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Borrower and FEC, in its capacity as Tranche A Lender (such consent not to be unreasonably withheld in either case), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become the Administrative Agent hereunderAgent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event of Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld) offer to each of the other Tranche B Lenders in turn, in the order of their respective Tranche B Commitment Amounts, the right to become successor Administrative Agent). If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower and FEC, in its capacity as Tranche A Lender (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld in either case). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the Supplemental Agreement and the other Loan Documents and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the NYDOCS01/1357662.2 50 other Loan Documents. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Either Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Micro and all the Lenders. If the Administrative either Agent shall at any time shall resign, the Required Lenders Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent that or Documentation Agent, as the case may be, whereupon such Lender shall thereupon become the an Administrative Agent or Documentation Agent hereunder, as the case may be. If no successor Administrative Agent or Documentation Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's or Documentation Agent's giving notice of resignation, then the retiring Administrative Agent or Documentation Agent may, on EUROPEAN CREDIT AGREEMENT 88 behalf of the Lenders, after consultations with Micro, appoint a successor Administrative Agent or Documentation Agent, as the case may be which shall be one of the Lenders or that is either a bank or financial institution that is a bank for the purposes of Section 840A of the United Kingdom Income and Corporation Taxes Act 1988 or a commercial banking institution that is organized under the laws of the United States (or any State thereof) thereof (or a United States branch or agency of a commercial banking institution, either) and having that has a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder or Documentation Agent hereunder, as the case may be, by a successor Administrative Agent or Documentation Agent, as the case may be, such successor Administrative Agent or Documentation Agent shall be entitled to receive from the retiring Administrative Agent or Documentation Agent such documents of transfer and assignment as such successor Administrative Agent or Documentation Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Documentation Agent, as the case may be, and the retiring Administrative Agent or Documentation Agent shall be discharged from its duties and obligations under this Agreement. No resignation or removal of either the Loan DocumentsAdministrative Agent or Documentation Agent pursuant to this SECTION 10.4 shall be effective until the appointment of a successor Administrative Agent or Documentation Agent, as the case may be, has become effective. After any retiring Administrative Agent’s 's or Documentation Agent's resignation hereunder as an Administrative Agent or Documentation Agent, as the Administrative Agentcase may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Micro and all the Lenders. If the Administrative an Agent shall at any time shall resign, the Required Lenders Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent that or Syndication Agent, as the case may be, whereupon such Lender shall thereupon become the Administrative Agent or a Syndication Agent hereunder, as the case may be. If no successor 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 Administrative Agent’s or Syndication Agent’s giving notice of resignation, then the retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, after consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, as the case may be, which shall be one of the Lenders or a commercial banking institution that is organized under the laws of the United States (or any State thereof) thereof (or a United States branch or agency of a commercial banking institution, either) and having that has a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder or Syndication Agent hereunder, as the case may be, by a successor Administrative Agent or Syndication Agent, as the case may be, such successor Administrative Agent or Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Syndication Agent, as the case may be, and the retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s or Syndication Agent’s resignation Ixxxxx Micro/Credit Agreement hereunder as the Administrative Agent or a Syndication Agent, as the case may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent Collateral Trustee may resign as such at any time upon at least 30 by giving thirty (30) days’ prior written notice thereof to Administrative Agent and HM Trustee and the Grantors, and Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Trustee signed by the Majority Secured Parties. Upon any such notice of resignation or any such removal, the Majority Secured Parties shall have the right, upon five (5) Business Days’ notice to the Borrower Collateral Trustee, following receipt of the Grantors’ consent (which shall not be unreasonable withheld or delayed and all Lenders. If the Administrative Agent at any time which shall resignnot be required while an Event of Default under Section 8.1(a), the Required Lenders may appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent (g) or (h) shall have been so appointed by the Required Lendersoccurred and be continuing), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, to appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for aboveCollateral Trustee. Upon the acceptance of any appointment as Administrative Agent Collateral Trustee hereunder by a successor Administrative AgentCollateral Trustee, such that successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and Collateral Trustee under this Agreement shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agentor removed Collateral Trustee under this Agreement, and the retiring Administrative Agent or removed Collateral Trustee under this Agreement shall promptly (i) transfer to such successor Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Collateral Trustee such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agentor removed Collateral Trustee’s resignation or removal hereunder as the Administrative AgentCollateral Trustee, the provisions of this Article Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefitCollateral Trustee hereunder.

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Agent for such resigning Agent has been appointed as provided in this Section 10.4 and such successor Agent has accepted such appointment (provided that no successor Agent shall be appointed for any Agent, other than the Administrative Agent, if after giving effect to such Agent’s resignation there would still be two Agents). If the Administrative any Agent at 42 any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor Administrative to such Agent that which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent hereunderAgent, the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) offer to each of the other Agents in turn, in the order of their respective Commitments (or, if the Commitments have been terminated, the outstanding principal amount of their respective Loans), the right to become successor Administrative Agent). If no successor Administrative Agent for any resigning Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative resigning Agent’s giving notice of resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or or, in the case of a resigning Administrative Agent, a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrowers and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to Holdings and the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State state thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatPROVIDED, HOWEVER that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit. If the Syndication Agent shall resign, then all actions required to be taken by or consented to by the Agents shall only be required to be taken or consented to, as the case may be, by the Administrative Agent.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrowers and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders Lenders, with the prior consent of Holdings (which consent of Holdings shall not be required upon the occurrence and during the continuation of a Specified Default) may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatPROVIDED, HOWEVER, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article ARTICLE shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 SECTIONS 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent Lender may resign as such at any time upon at least 30 days’ days prior notice to the Borrower and all LendersLenders and shall be discharged from its duties and obligations under the Loan Documents on the effective date set forth in such notice. If the Administrative Agent Lender at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that Lender which shall thereupon become the Administrative Agent Lender hereunder. If no successor Administrative Agent Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s Lender's giving notice of resignation, then the retiring Administrative Agent Lender may, on behalf of the Lenders, appoint a successor Administrative AgentLender, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State state thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent Lender hereunder by a successor Administrative AgentLender, such successor Administrative Agent Lender shall give Borrower notice of such acceptance, shall be entitled to receive from the retiring Administrative Agent Lender such documents of transfer and assignment as such successor Administrative Agent Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan DocumentsLender. After any retiring Administrative Agent’s Lender's resignation hereunder as the Administrative AgentLender, the provisions of (a) this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent Lender under the Loan Documents, this Agreement; and (b) Section 12.2 and Section 10.3 and Section 10.4 12.3 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may (with, so long as no Default or Event of Default shall have occurred and be continuing, the approval of the Borrower (not to be unreasonably withheld)) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent maymay (with, so long as no Default or Event of Default shall have occurred and be continuing, the approval of the Borrower (not to be unreasonably withheld)), on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit. With respect to BofA, in its individual capacity as the Administrative Agent, the Issuer and the Swing Line Lender, delivery of any notice of resignation as the Administrative Agent shall, unless otherwise specifically provided in such notice, serve as notice of BofA's intent to resign as the Issuer (except with respect to any Letters of Credit Outstanding at such time, for which BofA shall remain the Issuer hereunder with respect to such Letters of Credit Outstanding until the Stated Expiry Date) and the Swing Line Lender hereunder as well. Each such resignation shall take effect simultaneously and, except as otherwise provided herein, without any further action on the part of BofA. Any successor Administrative Agent appointed pursuant to this Section shall, unless otherwise specifically provided, also serve as the successor Issuer and the successor Swing Line Lender hereunder.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to the Borrower and all Lenders, and shall resign upon the request of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld), which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment 1,000,000,000.00 (as shown on its most recently published statement of condition) and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Xxxxx'x or BBB+ by S & P. Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall Section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents. If Borrower fails to respond to any written request for any consent required in this Section 12.1(b) within ten (10) days after the date that Borrower receives such request, and Section 10.3 and Section 10.4 then Borrower shall continue be deemed to inure have given its consent to its benefitsuch request.

Successor. The Administrative Agent Any of the Credit Agents may resign as such from its agency position at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If any of the Administrative Agent Credit Agents at any time shall resign, the Required Lenders may may, upon at least 3 days' (so long as one of such days is a Business Day) prior notice to the Borrower and all Lenders, appoint another Lender as a successor Administrative Agent, Syndication Agent that or Documentation Agent, as appropriate, which shall thereupon become the Administrative Agent, Syndication Agent or Documentation Agent, as appropriate, hereunder. If no successor Administrative Agent, Syndication Agent or Documentation Agent, as appropriate, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Credit Agent’s 's giving notice of resignation, then the retiring Administrative Credit Agent may, on behalf of the Lenders, upon at least 3 days' prior notice to the Borrower and all Lenders, appoint a successor Administrative Agent, Syndication Agent or Documentation Agent, as appropriate, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000250,000,000 and (y) a credit rating of AA or better by Xxxxx'x or a comparable rating by S&P; provided thatPROVIDED, HOWEVER, that if, after expending all reasonable commercial efforts, such retiring Administrative Credit Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in CLAUSE (y) above, the such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Credit Agent shall be entitled permitted to receive appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the retiring Administrative Agent highest credit rating of all such documents of transfer available and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.willing

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Administrative Agent under the Borrower and all LendersCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders shall (which, if no Event AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 58 of Default or Potential Default exists, is subject to Borrowers’ approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000 (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s resignation hereunder or removal as Administrative Agent under the Administrative AgentCredit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Administrative Agent under the Borrower and all LendersCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000 (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan DocumentsCredit Documents (but, when used in connection with LCs issued and Section 10.3 and Section 10.4 outstanding before the appointment of the successor Administrative Agent, "Administrative Agent" shall continue to inure refer solely to its benefit.the prior Administrative Agent, but any LCs issued or renewed after the appointment of any successor Administrative Agent shall be issued or renewed by the successor Administrative Agent), and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any Administrative Agent's resignation or removal as Administrative Agent under

Successor. The Syndication Agent may resign as such upon one Business Day’s notice to the Borrower and the Administrative Agent. The Administrative Agent and/or Collateral Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent and/or Collateral Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that and/or Collateral Agent (subject to the Borrower’s consent, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing) which shall thereupon become the Administrative Agent and/or Collateral Agent hereunder. If no successor Administrative Agent and/or Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s and/or Collateral Agent’s giving notice of resignation, then the retiring Administrative Agent and/or Collateral Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent and/or Collateral Agent (subject to the Borrower’s consent, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing), which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000; provided provided, that, if, such retiring Administrative Agent and/or Collateral Agent is unable to find a commercial banking institution that is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s and/or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent and/or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent and/or Collateral Agent hereunder by a successor Administrative Agent and/or Collateral Agent, such successor Administrative Agent and/or Collateral Agent shall be entitled to receive from the retiring Administrative Agent and/or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent and/or Collateral Agent may reasonably request, and shall 118 thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent and/or Collateral Agent, and the retiring Administrative Agent and/or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s and/or Collateral Agent’s resignation hereunder as the Administrative Agent and/or Collateral Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and/or Collateral Agent under the Loan Documents, and Section 10.3 Sections 12.3 and Section 10.4 12.4 shall continue to inure to its benefit. Any resignation by Credit Suisse as Administrative Agent pursuant to this Section shall also constitute its resignation as a DIP Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring DIP Letter of Credit Issuer, (b) the retiring DIP Letter of Credit Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor DIP Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring DIP Letter of Credit Issuer, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to the retiring DIP Letter of Credit Issuer to effectively assume the obligations of the retiring DIP Letter of Credit Issuer with respect to such Letters of Credit.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may (with, so long as no Default or Event of Default shall have occurred and be continuing, the approval of the Borrower (not to be unreasonably withheld)) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent maymay (with, so long as no Default or Event of Default shall have occurred and be continuing, the approval of the Borrower (not to be unreasonably withheld)), on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit. With respect to BofA, in its individual capacity as the Administrative Agent, the Issuer and the Swing Line Lender, delivery of any notice of resignation as the Administrative Agent shall, unless otherwise specifically provided in such notice, serve as notice of BofA's intent to resign as the Issuer (except with respect to any Letters of Credit Outstanding at such time, for which BofA shall remain the Issuer hereunder with respect to such Letters of Credit Outstanding until the Stated Expiry Date) and the Swing Line Lender hereunder as well. Each such resignation shall take effect simultaneously and, except as otherwise provided herein, without any further action on the part of BofA. Any successor Administrative Agent appointed pursuant to this Section shall, unless otherwise specifically provided, also serve as the successor Issuer and the successor Swing Line Lender hereunder.

Successor. The Administrative Either Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Micro and all the Lenders. If the Administrative either Agent shall at any time shall resign, the Required Lenders Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent that or Syndication Agent, as the case may be, whereupon such Lender shall thereupon become the Administrative Agent or the Syndication Agent hereunder, as the case may be. If no successor 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 Administrative Agent’s 's or Syndication Agent's giving notice of resignation, then the retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, after consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, as the case may be, which shall be one of the Lenders or a commercial banking institution that is organized under the laws of the United States (or any State thereof) thereof (or a United States branch or agency of a commercial banking institution, either) and having that has a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder or Syndication Agent hereunder, as the case may be, by a successor Administrative Agent or Syndication Agent, as the case may be, such successor Administrative Agent or Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Syndication Agent, as the case may be, and the retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's or Syndication Agent's resignation hereunder as the Administrative Agent or Syndication Agent, as the case may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section 10.5 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be 45 unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent hereunderAgent). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that1,000,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. The Administrative Agent may also be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Administrative Agent and signed by the Borrower. If the Administrative Agent at any time shall resignresign or be removed, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignationresignation or receiving notice of removal, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall in any event be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of (i) this Article ARTICLE IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and Section (ii) SECTION 10.3 and Section SECTION 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Company and all Lenders. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified in such notice. If the Administrative Agent at any time shall resignresign or be removed, the Required Lenders may may, with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignationresignation or receiving notice of removal, then the retiring Administrative Agent may, on behalf of the Lenders, with the consent of the Company, which consent shall not be unreasonably withheld and which shall not be required if an Event of Default has occurred and is continuing, appoint a successor Administrative Agent, which shall be one of the Lenders lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least 116 125 $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such the successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agentsuch, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the contrary in this Section 9.4, the Administrative Agent may at any time, without the consent of the Company, any Obligor or any Lender, appoint an Affiliate which is a commercial banking institution as a successor Administrative Agent.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Account Party and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which (subject, so long as no Event of Default has occurred and is continuing, to the prior approval of the Account Party) shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to the Borrower and all Lenders, and shall resign upon the request of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld), which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment 1,000,000,000 (as shown on its most recently published statement of condition) and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Xxxxx'x or BBB+ by S & P. Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall Section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents. If Borrower fails to respond to any written request for any consent required in this Section 12.1(b) within ten (10) days after the date that Borrower receives such request, and Section 10.3 and Section 10.4 then Borrower shall continue be deemed to inure have given its consent to its benefit.such request. CREDIT AGREEMENT

Successor. The Administrative Agent Either of the Credit Agents may resign as such from its agency position at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If either of the Administrative Agent Credit Agents at any time shall resign, the Required Lenders may may, upon at least 3 days' (so long as one of such days is a Business Day) prior notice to the Borrower and all Lenders, appoint another Lender as a successor Administrative Agent that Agent, Documentation Agent, or Agent, as appropriate, which shall thereupon become the Administrative Agent, Documentation Agent or Agent, as appropriate, hereunder. If no successor Administrative Agent, Documentation Agent or Agent, as appropriate, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Credit Agent’s 's giving notice of resignation, then the retiring Administrative Credit Agent may, on behalf of the Lenders, upon at least 3 days' prior notice to the Borrower and all Lenders, appoint a successor Administrative Agent, Documentation Agent or Agent, as appropriate, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000250,000,000 and (y) a credit rating of AA or better by Moody's or a comparable rating by S&P; provided thatprovided, ifhowever, thax xx, after expending all reasonable commercial efforts, such retiring Administrative Credit Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in clause (y) above, such retiring Credit Agent, shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective highest credit rating of all such available and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovewilling institutions. Upon the acceptance of any appointment as Administrative such Credit Agent hereunder by a successor Administrative Credit Agent, such successor Administrative Credit Agent shall be entitled to receive from the retiring Administrative Credit Agent such documents of transfer and assignment as such successor Administrative Credit Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Credit Agent, and the retiring Administrative Credit Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Credit Agent’s 's resignation hereunder as the Administrative Credit Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Agent Either of the Credit Agents may resign as such from its agency position at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If either of the Administrative Agent Credit Agents at any time shall resign, the Required Lenders may may, upon at least 3 days' (so long as one of such days is a Business Day) prior notice to the Borrower and all Lenders, appoint another Lender as a successor Administrative Agent that Agent, Documentation Agent, or Agent, as appropriate, which shall thereupon become the Administrative Agent, Documentation Agent or Agent, as appropriate, hereunder. If no successor Administrative Agent, Documentation Agent or Agent, as appropriate, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Credit Agent’s 's giving notice of resignation, then the retiring Administrative Credit Agent may, on behalf of the Lenders, upon at least 3 days' prior notice to the Borrower and all Lenders, appoint a successor Administrative Agent, Documentation Agent or Agent, as appropriate, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000250,000,000 and (y) a credit rating of AA or better by Xxxxx'x or a comparable rating by S&P; provided thatPROVIDED, HOWEVER, that if, after expending all reasonable commercial efforts, such retiring Administrative Credit Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in CLAUSE (y) above, such retiring Credit Agent, shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective highest credit rating of all such available and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovewilling institutions. Upon the acceptance of any appointment as Administrative such Credit Agent hereunder by a successor Administrative Credit Agent, such successor Administrative Credit Agent shall be entitled to receive from the retiring Administrative Credit Agent such documents of transfer and assignment as such successor Administrative Credit Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Credit Agent, and the retiring Administrative Credit Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Credit Agent’s 's resignation hereunder as the Administrative Credit Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all LendersLender Parties, provided that any such resignation shall not become effective until a successor Agent for such resigning Agent has been appointed as provided in this Section 10.4 and such successor Agent has accepted such appointment (provided that no successor Agent shall be appointed for any Agent, other than the Administrative Agent, if after giving effect to such Agent’s resignation there would still be two Agents). If the Administrative any Agent at any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor Administrative to such Agent that which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent hereunderAgent, the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) offer to each of the other Agents in turn, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent). If no successor Administrative Agent for any resigning Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative resigning Agent’s giving notice of resignation, then the retiring Administrative resigning Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be one of the Lenders or or, in the case of a resigning Administrative Agent, a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, 50 and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Syndication Agent may resign as such upon 10 Business Day's notice to the Borrower and the Administrative Agent. It is agreed that to the extent the Syndication Agent has resigned, all provisions of any Loan Document requiring the consent of the Syndication Agent or the Agents shall be deemed to require the consent of the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch -104- or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000250,000,000 to act as Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided that, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any successor Administrative Agent pursuant to the fifth sentence of this Section 10.4 shall require the consent of the Borrower, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 Sections 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000250.0 million to act as Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided thatprovided, ifhowever, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any successor Administrative Agent pursuant to the preceding sentence shall require the consent of Borrower, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article subsection 9.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, Documents and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to Borrowers and Lenders, and shall resign upon the Borrower and all Lendersrequest of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrowers' approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, if no Default or Potential Default exists, is subject to Borrowers' approval that may not be unreasonably withheld), which shall must be one of the Lenders or a commercial banking bank or other licensed financial institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment 1,000,000,000 (as shown on its most recently published statement of condition) and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Moodx'x xx BBB+ by S & P. Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall Section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents. If Borrowers fail to respond to any written request for any consent required in this SECTION 12.1(B) within five (5) Business Days after the date that Borrowers receive such request, and Section 10.3 and Section 10.4 then Borrowers shall continue be deemed to inure have given its consent to its benefitsuch request.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrowers and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders Lenders, with the prior consent of Holdings (which consent of Holdings shall not be required upon the occurrence and during the continuation of a Specified Default) may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 Sections 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Each of the Administrative Agent or the Collateral Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent or the Collateral Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that or Collateral Agent, as applicable, which shall thereupon become the Administrative Agent or Collateral Agent hereunder. If no successor Administrative Agent or Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s or Collateral Agent’s giving notice of resignation, then the retiring Administrative Agent or Collateral Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent or Collateral, as applicable, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent or Collateral Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent hereunder by a successor Administrative Agent or Collateral Agent, as applicable, such successor Administrative Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, 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 any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent under the Loan Documents, and Section 10.3 10.4 and Section 10.4 10.5, as applicable, shall continue to inure to its benefit. Any resignation by Credit Suisse as Administrative Agent pursuant to this Section 9.4 shall also constitute its resignation as Issuing Bank; provided, however, that if Credit Suisse is unable to designate an appropriate substitute to serve as an issuing bank as required by Section 2.5.6(a), then such resignation shall be effective only to cause Credit Suisse to resign as Administrative Agent and not as Issuing Bank. Upon the acceptance of a successor’s appointment as Issuing Bank, (a) such successor Issuing Bank shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning Issuing Bank, (b) the 102 resigning Issuing Bank shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents to the extent provided in Section 2.5.4, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit issued by the resigning Issuing Bank, if any, outstanding at the time of such succession or make other arrangement satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this SECTION 10.3 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become such Administrative Agent's successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower (such consent not to be unreasonably withheld) offer to each of the other Lenders, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent hereunderAgent). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000 (or the equivalent in other currencies), subject, in each case, to the consent of the Borrower (such consent not to be unreasonably withheld); provided thatprovided, ifhowever, such retiring that if a Default, Event of Default or Prepayment Event has occurred and is continuing no consent of the Borrower shall be required if the successor Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovean existing Lender. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring resigning Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all LendersLender Parties, provided that any such resignation shall not become effective until a successor Agent for such resigning Agent has been appointed as provided in this Section 10.4 and such successor Agent has accepted such appointment (provided that no successor Agent shall be appointed for any Agent, other than the Administrative Agent, if after giving effect to such Agent’s resignation there would still be two Agents). If the Administrative any Agent at any time shall resign, the Required Lenders may shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor Administrative to such Agent that which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent hereunderAgent, the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) offer to each of the other Agents in turn, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent). If no successor Administrative Agent for any resigning Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative resigning Agent’s giving notice of resignation, then the retiring Administrative resigning Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be one of the Lenders or or, in the case of a resigning Administrative Agent, a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that500,000,000 (or the equivalent in other currencies), ifsubject, such retiring Administrative Agent is unable in each case, to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all consent of the duties of the Administrative Agent hereunder until Borrower (such time, if any, as the Required Lenders appoint a successor as provided for aboveconsent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of:

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Company and all Lenders. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified in such notice. If the Administrative Agent at any time shall resignresign or be removed, the Required Lenders may may, with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignationresignation or receiving notice of removal, then the retiring Administrative Agent may, on behalf of the Lenders, with the consent of the Company, which consent shall not be unreasonably withheld and which shall not be required if an Event of Default has occurred and is continuing, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive 101 from the retiring Administrative Agent such documents of transfer and assignment as such the successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agentsuch, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the contrary in this Section 9.4, the Administrative Agent may at any time, without the consent of the Company, any Borrower or any Subsidiary of any Borrower or any Lender, appoint an Affiliate which is a commercial banking institution as a successor Administrative Agent.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to Borrowers and Lenders, and shall resign upon the Borrower and all Lendersrequest of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrowers' approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, if no Default or Potential Default exists, is subject to Borrowers' approval that may not be unreasonably withheld), which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring 10,000,000,000 (as shown on its most recently published statement of condition) and whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Xxxxx'x or BBB+ by S & P. If no successor Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets has been appointed by the qualifications set forth in Required Lenders or Administrative Agent, as provided above, then the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective forty-five (45) days after the retiring Administrative Agent's notice of resignation and the Required Lenders shall assume and thereafter perform all of the duties of the Administrative Agent hereunder and/or under any other Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent, as provided for abovein this Section 12.1(b). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations as Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably requests to reflect the change. After any retiring Administrative Agent’s =s resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall Section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents. If any Borrower fails to respond to any written request for any consent required in this Section 12.1(b) within ten (10) days after the date that Borrower receives such request, and Section 10.3 and Section 10.4 then such Borrower shall continue be deemed to inure have given its consent to its benefitsuch request.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that (subject to the Borrower's consent, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing) which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (subject to the Borrower's consent, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing), which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000; provided provided, that, if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 Sections 12.3 and Section 10.4 12.4 shall continue to inure to its benefit. Any resignation by Credit Suisse as Administrative Agent pursuant to this Section shall also constitute its resignation as a Revolving Issuer and Synthetic Issuer. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuers, (b) the retiring Issuers shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuers shall issue letters of credit in substitution for the Letters of Credit issued by the retiring Issuers, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to the retiring Issuers to effectively assume the obligations of the retiring Issuers with respect to such Letters of Credit.

Successor. The Syndication Agent may resign as such upon 10 Business Day's notice to the Borrower and the Administrative Agent. It is agreed that to the extent the Syndication Agent has resigned, all provisions of any Loan Document requiring the consent of the Syndication Agent or the Agents shall be deemed to require the consent of the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000250,000,000 to act as Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided that, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any successor Administrative Agent pursuant to the fifth sentence of this Section 10.4 shall require the consent of the Borrower, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 Sections 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Technical Agent may resign as such upon 15 Business Day's notice to the Borrower and the Administrative Agent, during which time the Administrative Agent shall use its reasonable efforts to appoint a Lender as a successor Technical Agent. If, after such 15 Business Days, the Administrative Agent has been unable to select a Lender that is willing to accept such appointment, the Administrative Agent shall become, without any further action, the Technical Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative an Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative an Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Agent may assign all of its rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliates shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to the Borrower and all Lenders, and shall resign upon the request of the Requisite Lenders for cause (I.E., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent at ever ceases to be a party to this Agreement or if the initial or any time successor Administrative Agent ever resigns or is removed, then the Requisite Lenders shall resign(which, if no Potential Default or Event of Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the Required successor Administrative Agent from among Lenders may (other than the resigning Administrative Agent). If the Requisite Lenders fail to appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Requisite Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, which shall if no Potential Default or Event of Default exists, is subject to Borrower's approval that may not be one of the Lenders or unreasonably withheld). Any successor Administrative Agent must be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment 10,000,000,000 (as shown on its most recently published statement of condition) and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. whose debt obligations (or whose parent's debt obligations) are rated not less than investment grade or its equivalent by Xxxxx'x or S&P. Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring rights and obligations of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall SECTION inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents. If Borrower fails to respond to any written request for any consent required in this SECTION 8.1(b) within ten (10) days after the date that Borrower receives such request, and Section 10.3 and Section 10.4 then Borrower shall continue be deemed to inure have given its consent to its benefitsuch request.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign as such at any time upon at least 30 by giving thirty (30) days’ ' prior written notice to the Borrower and all Lenders, and shall resign upon the request of the Required Lenders for cause. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring resigning Administrative Agent has given notice of resignation or the Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld), which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring 1,000,000,000 (as shown on its most recently published statement of condition) and whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Xxxxx'x or BBB+ by S & P. If no successor Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets has been appointed by the qualifications set forth in Required Lenders or Administrative Agent, as provided above, then the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective forty-five (45) days after the retiring Administrative Agent's notice of resignation and the Required Lenders shall assume and thereafter perform all of the duties of the Administrative Agent hereunder and/or under any other Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent, as provided for abovein this Section 12.1(b). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentLoan Documents, the provisions of this Article shall Section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents. If Borrower fails to respond to any written request for any consent required in this Section 12.1(b) within ten (10) days after the date that Borrower receives such request, and Section 10.3 and Section 10.4 then Borrower shall continue be deemed to inure have given its consent to its benefitsuch request.

Successor. The Administrative Agent may resign as such (a) If at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notification of its resignation as Administrative Agent under this Agreement and the Notes, such resignation to be effective on the later to occur of (i) the thirtieth day after the date of such notice and (ii) the date upon which any time successor Administrative Agent, in accordance with the provisions of this section 10.9, shall resignhave accepted in writing its appointment as such successor Administrative Agent. Upon any such resignation of the Administrative Agent, the Required Lenders may shall have the right to appoint another Lender as from among the Lenders a successor Administrative Agent that shall thereupon become the Administrative Agent hereunderAgent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be one of the Lenders or a commercial banking institution bank organized under the laws of the United States (of America or of any State thereof) or a United States branch or agency of a commercial banking institution, thereof and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Ad ministrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under this Agreement and the Notes shall be discharged from its duties terminated. The Borrower and obligations under the Loan DocumentsLenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation hereunder or removal as the Administrative Agent, the provisions of this Article section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the Loan DocumentsNotes. If at any time hereunder there shall not be a duly appointed and acting Ad ministrative Agent, the Borrower agrees to make each payment due hereunder and Section 10.3 and Section 10.4 shall continue under the Notes directly to inure to its benefitthe Lenders entitled thereto during such time.

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Administrative Agent under the Borrower and all LendersCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least One Billion Dollars ($250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000) (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan DocumentsCredit Documents (but, when used in connection with LCs issued and outstanding before the appointment of the successor Administrative Agent, "Administrative Agent" shall AMENDED AND RESTATED CREDIT AGREEMENT AMERICAN NATIONAL BANK Page 65 ULTRAK OPERATING, L.P. continue to refer solely to the prior Administrative Agent, but any LCs issued or renewed after the appointment of any successor Administrative Agent shall be issued or renewed by the successor Administrative Agent), and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentCredit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Each of the Administrative Agent or the Collateral Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent or the Collateral Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that or Collateral Agent, as applicable, which shall thereupon become the Administrative Agent or Collateral Agent hereunder. If no successor Administrative Agent or Collateral Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s or Collateral Agent’s giving notice of resignation, then the retiring Administrative Agent’s or Collateral Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent or Collateral, as applicable, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent or Collateral Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, hereunder by a successor Administrative Agent or Collateral Agent, as applicable, such successor Administrative Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, 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 any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent under the Loan Documents, and Section 10.3 and Section 10.4 10.4, as applicable, shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such If at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notification of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective on the later to occur of (i) the thirtieth day after the date of such notice and (ii) the date upon which any time successor Administrative Agent, in accordance with the provisions of this section 10.9, shall resignhave accepted in writing its appointment as such successor Administrative Agent. Upon any such resignation of the Administrative Agent, the Required Lenders may shall have the right to appoint another Lender as from among the Lenders a successor Administrative Agent that shall thereupon become the Administrative Agent hereunderAgent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be one of the Lenders or a commercial banking institution bank organized under the laws of the United States (of America or of any State thereof) or a United States branch or agency of a commercial banking institution, thereof and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments shall be terminated. The Borrower and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents. If at any time hereunder there shall not be a duly appointed and acting Administrative Agent, and Section 10.3 and Section 10.4 shall continue the Borrower agrees to inure make each payment due under the Loan Documents directly to its benefitthe Persons entitled thereto during such time.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to WWI and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ days prior notice to the Borrower WWI and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of WWI (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatPROVIDED, HOWEVER, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Administrative Agent under the Borrower and all LendersCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at any time shall resignthe request of Required Lenders), the then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent has given notice of resignation or Required Lenders have removed the resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and bank having a combined capital and surplus of at least One Billion Dollars ($250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all 1,000,000,000) (as shown on its most recently published statement of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovecondition). Upon the its acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such the successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed succeeds to and become becomes vested with all rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from its duties and obligations of Administrative Agent under the Loan DocumentsCredit Documents (but, when used in connection with LCs issued and outstanding before the appointment of the successor Administrative Agent, "Administrative Agent" shall continue to refer solely to the prior Administrative Agent, but any LCs issued or renewed after the appointment of any successor Administrative Agent shall be issued or renewed by the successor Administrative Agent), and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative Agent under the Administrative AgentCredit Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.