Common use of Successor Clause in Contracts

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 also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 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 within 30 days after the resigning Administrative Agent has given notice of resignation, then the 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 Administrative Agent's resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Facility Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or Facility Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another ▇▇▇▇▇▇ as a successor to the Facility Agent which shall thereupon become such Facility 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) appoint 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 from among the Lenders (other than the resigning Administrative Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Facility Agent’s giving notice of resignation, then the resigning Administrative Facility Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Facility Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Facility Agent hereunder by a successor Administrative Facility Agent, the such successor Administrative Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative resigning Facility Agent, and the prior Administrative resigning Facility Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any Administrative resigning Facility Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsFacility Agent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Facility Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsFacility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

Successor. The Administrative Any Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to Micro and all the Borrower, voluntarily resignLenders. If the initial or an Agent shall at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime resign, then the Required Lenders shall (whichLenders, if no Event of Default or Potential Default has occurred and is continuingafter consultations with Micro, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent or Syndication Agent, as the case may be, whereupon such Lender shall 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 resigning retiring Administrative Agent has given Agent’s or Syndication Agent’s giving notice of resignation, then the resigning retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrowerafter consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to as the Borrower's prior written consent that case may not be unreasonably withheldbe, which must shall be one of the Lenders or a commercial bank having banking institution that is organized under the laws of the United States or any State thereof (or a branch or agency of either) and that has a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its acceptance of any appointment as successor Administrative AgentAgent 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 Rights of retiring Administrative Agent or Syndication Agent, as the prior Administrative Agentcase may be, and the prior retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's ’s or Syndication Agent’s resignation hereunder as the Administrative Agent under or a Syndication Agent, as the Credit Documentscase may be, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or a Syndication Agent under the Credit Documentsthis Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Facility Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or Facility Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may 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 Facility Agent which shall thereupon become such Facility 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) appoint 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 from among the Lenders (other than the resigning Administrative Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Facility Agent’s giving notice of resignation, then the resigning Administrative Facility Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Facility Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Facility Agent hereunder by a successor Administrative Facility Agent, the such successor Administrative Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative resigning Facility Agent, and the prior Administrative resigning Facility Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any Administrative resigning Facility Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsFacility Agent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Facility Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsFacility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

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, subject (may resign as such 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 also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrowers and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of (in the case of the U.S Facility) the U.S. (or any State thereof) or a 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 $1,000,000,000 (250,000,000 to act as shown on its most recently published statement 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 if, such retiring Administrative Agent is unable to find a Lender or commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of condition)the duties of 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 its the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 an Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the an Administrative Agent under the Credit Loan Documents, and Sections 12.3 and 12.4 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 also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may 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 successor Administrative Agent from among 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 than Lenders in turn, in the resigning order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If the Required Lenders fail to appoint a no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower Representative and the Lenders. If the initial or Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may appoint another Lender as a successor Agent (whichwith, if so long as no Default or Event of Default or Potential Default has occurred and is continuing, is subject the consent of the Borrower Representative (each such consent not to the Borrower's approval that may not be unreasonably withheld) appoint withheld or delayed (and the successor Administrative 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 from among is not contingent upon such consent), which Lender, upon such appointment (and all applicable consents), thereupon shall become the Lenders (other than the resigning Administrative Agent)Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent’s giving notice of resignation, then the resigning Administrative retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article XII shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documents, and Section 13.3 and Section 13.4 shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower 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 DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the BorrowerBorrower 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, voluntarily resignsuch removal to be effective on the date specified in such notice. If the initial or any successor Administrative Agent ever ceases to at any time shall resign or be a party to this Agreement or if the initial or any successor Administrative Agent ever resignsremoved, then the Required Lenders may, with the prior consent of the Borrower (which consent 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 withheldwithheld or delayed) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignationresignation or receiving notice of removal, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's resignation or removal hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (i) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the Credit Documentscontrary 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 Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's ’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 also, upon 30 days' ’ prior notice to the Borrower, voluntarily resign. 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, 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 ’s approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignation, then the 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 ’s prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 Administrative Agent's ’s resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Any Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may 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 such Agent which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent, 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) appoint 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 from among the Lenders (other than the resigning Administrative Agent). If no successor Agent for any resigning Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Agent, which shall be one of the Lenders or, in the case of a resigning 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 must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as an Agent assigns its Loan to one of its Affiliates, such Agent may, subject to the Credit Documentsconsent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Agent to such Affiliate.

Successor. The Administrative Agent, the Syndication Agent may, subject (and the Collateral Agent may resign as such 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 also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 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 within 30 days after the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon at least 30 days prior notice to the Borrower, the Syndication Agent and all Term 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, 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 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, 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, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (500,000,000. Notwithstanding the foregoing, for so long as shown on ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its most recently published statement 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 condition)ABN as Administrative Agent; provided, 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 named, may DLJ resign as either the Syndication Agent or Collateral Agent. Upon its the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, Syndication Agent or Collateral Agent, and the prior retiring Administrative Agent, Syndication Agent or Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's, retiring Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent under the Credit Documentsor Collateral Agent, the provisions of of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it the retiring Administrative Agent, retiring Syndication Agent or retiring Collateral Agent while it was the Administrative Agent, the Syndication Agent or the Collateral Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Each Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day’s notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower 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 DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' days prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of the Borrower (which consent 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 11.3 and Section 11.4 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 also, upon 30 days' days prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resigns, resigns then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignation, then the 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Agent may, subject (Lender may resign as such 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 also, upon at least 30 days' days prior notice to the Borrower, voluntarily resignBorrowers’ Agent and all Lenders. If the initial or Administrative Lender at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent Lender which shall thereupon become Administrative Lender hereunder. If no successor Administrative Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Lender’s giving notice of resignation, then the resigning retiring Administrative Agent Lender 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 withheldLender, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States (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 $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Lender hereunder by a successor Administrative AgentLender, the such successor Administrative Lender shall give Borrowers’ Agent notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative AgentLender, and the prior retiring Administrative Agent Lender shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Lender’s resignation hereunder as the Administrative Agent under the Credit DocumentsLender, the provisions of (a) this section Article XII shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent Lender under the Credit Documentsthis Agreement; and (b) Section 13.2 and Section 13.3 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (If at any time no Event the Administrative Agent deems it advisable, in its sole discretion, it may submit to each of Default or Potential Default has occurred and is continuing) to the Borrower's prior Lenders a written consent that may not be unreasonably withheld, assign all notification of its Rights and obligations resignation as the Administrative Agent under the Credit Documents Loan Documents, such resignation to any be effective on the later to occur of its Affiliates, (i) the thirtieth day after the date of such notice and (ii) the date upon which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to Agent, in accordance with the provisions of this Agreement or if the initial or any Section 10.9, shall have accepted in writing its appointment as such successor Administrative Agent ever resignsAgent. Upon any such resignation of the Administrative Agent, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject have the right to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent and accepted such appointment within 30 days after the resigning retiring Administrative Agent has given Agent's giving of notice of resignation, then the resigning retiring 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 must successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)100,000,000. Upon its the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, the such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its Agent's rights, powers, privileges and duties and obligations as Administrative Agent under the Credit Documents, Loan Documents shall be terminated. The Borrower and each Lender the Lenders shall execute the such documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests as shall be necessary to reflect the changeeffect such appointment. After any retiring Administrative Agent's resignation as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Section 10 shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents. If at any time hereunder there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Persons entitled thereto during such time.

Successor. The Administrative Agent, the Syndication Agent may, subject (and the Collateral Agent may resign as such 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 also, upon at least 30 days' prior notice to the Borrower, voluntarily resignthe Syndication Agent and all Term 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 initial Administrative Agent, the Syndication Agent or the Collateral Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Term Loan Lenders may, with the prior consent of the Borrower and the Syndication Agent (which consents 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) withheld or delayed), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's, Syndication Agent's or Collateral Agent's giving notice of resignation, then the resigning retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Term Loan Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent or Collateral Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (500,000,000. Notwithstanding the foregoing, for so long as shown on ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its most recently published statement 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 condition)ABN as Administrative Agent; provided, 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 named, may DLJ resign as either the Syndication Agent or Collateral Agent. Upon its the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, Syndication Agent or Collateral Agent, and the prior retiring Administrative Agent, Syndication Agent or Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's, retiring Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent under the Credit Documentsor Collateral Agent, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.of

Successor. The Administrative Facility Agent may, subject (may resign as such 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 also, upon at least 30 days' prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement and (ii) 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 initial or Facility Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if time shall resign, the initial or any successor Administrative Agent ever resignsMajority Lenders shall, 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 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 Facility Agent which shall thereupon become such Facility Agent's successor hereunder (provided that the Majority 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) appoint offer to each of the other Lenders in turn, in the order of their respective Percentages (being, in the case of any Lender whose Percentages differ as between Commitments, its Percentage across all Commitments) of the Loan, the right to become successor Administrative Agent from among the Lenders (other than the resigning Administrative Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Majority Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Facility Agent's giving notice of resignation, then the resigning Administrative Facility Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Facility Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Facility Agent hereunder by a successor Administrative Facility Agent, the such successor Administrative Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative resigning Facility Agent, and the prior Administrative resigning Facility Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any Administrative resigning Facility Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsFacility Agent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Facility Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsFacility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

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 also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000 to act as shown on its most recently published statement Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 condition)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 its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (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 Lenders may appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder, provided that, so long as no Event of Default or Potential Default has occurred and is continuing) to shall exist, the Borrower's prior written ’s consent that may to such successor shall be required (such consent not to 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 withheld or delayed). If no successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 the successor Administrative Agent from among have been so appointed by the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent and shall have accepted such appointment within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject which may be one of the Lenders (at any time no Event of Default if such Lender consents to such appointment) or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring 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 shown on its most recently published statement of condition)the Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Subject to the appointment of a successor as provided below, the Administrative Agent may, subject (or the Collateral Agent may resign 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 also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Banks. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or Collateral Agent at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if so long as no Event of Default or Potential Default has shall have occurred and is be continuing, is subject to the Borrower's approval that Borrower with the consent of the remaining Agents (and if an Event of Default shall have occurred and be continuing, the Majority Banks) may not be unreasonably withheld) appoint another a successor Administrative Agent or Collateral Agent which shall thereupon become the Administrative Agent or Collateral Agent, respectively, hereunder. In the event the successor Administrative Agent from among or the Lenders (other than Collateral Agent is not at the resigning Administrative Agent). If time of its appointment, a Bank hereunder, so long as no Event of Default shall have occurred and be continuing, the Required Lenders fail Borrower shall have the right to appoint a 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 Borrower and the Majority Banks, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent's or Collateral Agent's giving notice of resignation, then the resigning retiring Administrative Agent or the Collateral Agent may, on behalf of the Lenders, upon 30 days prior notice to the BorrowerBanks, appoint a successor Administrative Agent or Collateral 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 withheldrespectively, which must shall be one of the Banks or a commercial bank 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 $1,000,000,000 (as shown on its most recently published statement of condition)100,000,000. Upon its the acceptance of any appointment as successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent or Collateral Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's or Collateral Agent's resignation hereunder as the Administrative Agent under the Credit Documentsor Collateral Agent, respectively, the provisions of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or Collateral Agent under the Credit Documentsthis Agreement; and (b) 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 also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Either Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to Micro and all the Borrower, voluntarily resignLenders. If the initial or either Agent shall at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime resign, then the Required Lenders shall (whichLenders, if no Event of Default or Potential Default has occurred and is continuingafter consultations with Micro, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent or Syndication Agent, as the case may be, whereupon such Lender shall 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 resigning retiring Administrative Agent has given Agent’s or Syndication Agent’s giving notice of resignation, then the resigning retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrowerafter consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to as the Borrower's prior written consent that case may not be unreasonably withheldbe, which must shall be one of the Lenders or a commercial bank having banking institution that is organized under the laws of the United States or any State thereof (or a branch or agency of either) and that has a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its acceptance of any appointment as successor Administrative AgentAgent 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 Rights of retiring Administrative Agent or Syndication Agent, as the prior Administrative Agentcase may be, and the prior retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's ’s or Syndication Agent’s resignation hereunder as the Administrative Agent under or Syndication Agent, as the Credit Documentscase may be, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or Syndication Agent under the Credit Documentsthis Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred may resign as such upon one Business Day's notice to WWI 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 DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' days prior notice to the Borrower, voluntarily resignWWI and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of WWI (which consent 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; PROVIDED, HOWEVER, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section ARTICLE X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (may resign as such at any time no 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 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 which shall thereupon become the Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event of Default or Potential Default has a Prepayment Event shall have occurred and is continuing) be continuing (such consent not 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 also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 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 from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a 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 resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (or the equivalent in other currencies), subject, in each case, to the consent of the Borrower and FEC, in its capacity as shown on its most recently published statement of conditionTranche A Lender (such consent not to be unreasonably withheld in either case). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior 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 under hereunder within 30 days after the Credit Documents, and each Lender shall execute the documents that any Lender, resignation of the resigning Administrative Agent or then the successor Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent reasonably requests hereunder and under the Supplemental Agreement and the other Loan Documents and shall be entitled to reflect the changerights 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 resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Agent may, subject (Lender may resign as such 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 also, upon at least 30 days' days prior notice to the Borrower, voluntarily resignBorrowers' Agent and all Lenders. If the initial or Administrative Lender at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent Lender which shall thereupon become Administrative Lender hereunder. If no successor Administrative Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Lender's giving notice of resignation, then the resigning retiring Administrative Agent Lender 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 withheldLender, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States (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 $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Lender hereunder by a successor Administrative AgentLender, the such successor Administrative Lender shall give Borrowers' Agent notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative AgentLender, and the prior retiring Administrative Agent Lender shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 AgentLender's resignation hereunder as the Administrative Agent under the Credit DocumentsLender, the provisions of (a) this section Article XII shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent Lender under the Credit Documentsthis Agreement; and (b) Section 13.2 and Section 13.3 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 alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

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 Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and Lenders, and shall resign upon the Borrowerrequest of the Required Lenders for cause (i.e., voluntarily resignAdministrative 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 resignsresigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or the Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent (which, subject (at any time if no Event of Default or Potential Default has occurred and exists, is continuing) subject to the Borrower's prior written consent approval that may not be unreasonably withheld), which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 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 ▇▇▇▇▇'▇ or BBB+ by S & P. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Loan Documents, the provisions of this section Section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit 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, then Borrower shall be deemed to have given its consent to such request.

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 also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent which shall thereupon become the Administrative 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 from among the Lenders (other than for the resigning Administrative Agent). If Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior 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 under hereunder within 30 days after the Credit Documents, and each Lender shall execute the documents that any Lender, resignation of the resigning Administrative Agent or then the successor Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent reasonably requests hereunder and under the other Loan Documents and shall be entitled to reflect the changerights 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 resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

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 alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's ’s approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's ’s resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Any Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignParent Borrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may appoint (whichsubject to, if so long as no Event of Default or Potential Default has occurred and is continuing, is subject the reasonable consent of the Parent Borrower not to the Borrower's approval that may not be unreasonably withheldwithheld or delayed) appoint another Lender as such Person’s successor Agent which shall thereupon become the successor Administrative applicable Agent from among the Lenders (other than the resigning Administrative Agent)hereunder. If no successor Agent shall have been so appointed by the Required Lenders fail (and consented to appoint a successor Administrative Agent by the Parent Borrower) and shall have accepted such appointment within 30 days after the resigning Administrative Agent has given retiring such Agent’s giving notice of resignation, then the resigning Administrative retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided that, if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as an Agent hereunder by any successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Administrative retiring Agent's ’s resignation hereunder as the Administrative Agent under the Credit Documentsan Agent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit 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 also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may 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 successor Administrative Agent from among 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 than Lenders in turn, in the resigning order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If the Required Lenders fail to appoint a no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Any Agent may, subject (may resign as such 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 also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject may appoint another Lender reasonably acceptable to the Borrower's approval that may not be unreasonably withheld) appoint Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the successor Administrative Agent from among the Lenders (other than the resigning Administrative retiring Agent). If no successor Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent's giving notice of resignation, then the resigning Administrative retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 (x) a combined capital and surplus of at least $1,000,000,000 250,000,000 and (y) a credit rating of AA or better by ▇▇▇▇▇'▇ or a comparable rating by S&P; PROVIDED, HOWEVER, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in CLAUSE (y) above, such retiring Agent, shall be permitted to appoint as shown on its most recently published statement successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of condition)all such available and willing institutions. Upon its the acceptance of any appointment as Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any Administrative retiring Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section ARTICLE IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative an Agent under the Credit Documentsthis Agreement; and (b) SECTIONS 10.3 and 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent, the Syndication Agent may, subject (and the Collateral Agent may resign as such 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 also, upon at least 30 days' prior notice to the BorrowerRevolving Credit Borrowers, voluntarily resignthe Syndication Agent, all Revolving 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 initial Administrative Agent, the Syndication Agent or the Collateral Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Revolving Credit Lenders may, with the prior consent of the Revolving Credit Borrowers and the Syndication Agent (which consents 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) withheld or delayed), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's, Syndication Agent's or Collateral Agent's giving notice of resignation, then the resigning retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Revolving Credit Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default Syndication Agent or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldCollateral Agent, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (500,000,000. Notwithstanding the foregoing, for so long as shown on ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its most recently published statement 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 condition)ABN as Administrative Agent; provided, 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 named, may DLJ resign as either the Syndication Agent or the Collateral Agent. Upon its the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, Syndication Agent or Collateral Agent, and the prior retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's, Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent, Syndication Agent under the Credit Documentsor Collateral Agent, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.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 alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit DocumentsDocuments (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 Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Agent may, subject (may resign as such at any time no upon at least 30 days’ prior notice to the 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 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 which shall thereupon become the Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Guarantor unless an Event of Default or Potential Default has a Prepayment Event shall have occurred and is continuing) be continuing (such consent not 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 also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 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 from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a 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 resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (or the equivalent in other currencies), subject, in each case, to the consent of the Guarantor and FEC, in its capacity as shown on its most recently published statement of conditionTranche A Lender (such consent not to be unreasonably withheld in either case). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior 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 under hereunder within 30 days after the Credit Documents, and each Lender shall execute the documents that any Lender, resignation of the resigning Administrative Agent or then the successor Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent reasonably requests hereunder and under the Supplemental Agreement and the other Loan Documents and shall be entitled to reflect the changerights 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 resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Guarantor (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Any Agent may, subject (may resign as such 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 also, upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250.0 million to act as shown on its most recently published statement Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided, however, that if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 condition)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 its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section subsection 9.3 shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit DocumentsLoan Documents and shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred may resign as such upon one Business Day's notice to WWI 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 DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' days prior notice to the Borrower, voluntarily resignWWI and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of WWI (which consent 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (may resign as such at any time no upon at least 30 days' prior notice to the 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 resign or be removed, the Required Lenders 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 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 appoint another Lender 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 also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 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 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 resigning retiring Administrative Agent has given Agent's giving notice of resignationresignation or receiving notice of removal, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to with the Borrowerconsent 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, subject (at any time no Event which shall be one of Default the lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 116 125 $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its 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 Agent such documents of transfer and assignment as the successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's resignation or removal hereunder as the Administrative Agent under the Credit Documentssuch, the provisions of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement, and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the Credit Documentscontrary 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, 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 rights and obligations as the Administrative Agent under the Credit Loan Documents to any of its Affiliates, which Affiliate Affiliates shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and Lenders, and shall resign upon the Borrowerrequest of the Requisite Lenders for cause (I.E., voluntarily resignAdministrative 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 resignsresigns or is removed, then the Required Requisite Lenders shall (which, if no Potential Default or Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Requisite Lenders fail to appoint a successor Administrative Agent within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or the Requisite Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent (which, subject (at any time if no Potential Default or Event of Default or Potential Default has occurred and exists, is continuing) subject to the Borrower's prior written consent approval that may not be unreasonably withheld, which ). Any successor Administrative Agent must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 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 investment grade or its equivalent by ▇▇▇▇▇'▇ or S&P. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights rights and obligations of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation as the Administrative Agent under the Credit Loan Documents, the provisions of this section SECTION inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit 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, then Borrower shall be deemed to have given its consent to such request.

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 Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities under the Borrower, voluntarily resignLoan Documents). If the initial initial, or any successor to, Administrative Agent ever ceases to be a party to this Agreement agreement or if either of the initial initial, or any successor to, Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject appoint a successor to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor to such Administrative Agent within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject that (at any time no Event of Default or Potential Default has occurred and is continuingi) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition), and (ii) must be consented to by Borrower, which consent shall not be unreasonably delayed or withheld. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Loan Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Loan Documents.

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 also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may 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 successor Administrative Agent from among 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 than Lenders in turn, in the resigning order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If the Required Lenders fail to appoint a no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be (NY) 18002/039/SOLSTICE4/solstice.4.loan.agt.doc unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Each of the Administrative Agent may, subject (or the Collateral Agent may resign as such 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 also, upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrowers and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or Collateral Agent at any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent’s or Collateral Agent’s giving notice of resignation, then the resigning retiring Administrative Agent or Collateral Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent or Collateral, 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 withheldas applicable, which must shall be one of the Lenders or a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent or Collateral Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)applicable, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon its 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 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 successor 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 10.4 and Section 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 rights, powers, privileges and duties of the prior Administrative Agentresigning Issuing Bank, and (b) the prior Administrative Agent resigning Issuing Bank shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the Credit Documentsother Loan Documents to the extent provided in Section 2.5.4, and each Lender (c) the successor Issuing Bank shall execute issue letters of credit in substitution for the documents that any Lender, Letters of Credit issued by the resigning Administrative Agent Issuing Bank, if any, outstanding at the time of such succession or make other arrangement satisfactory to the successor Administrative Agent reasonably requests resigning Issuing Bank to reflect effectively assume the change. After any Administrative Agent's resignation as obligations of the Administrative Agent under the Credit Documents, the provisions resigning Issuing Bank with respect to such Letters of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit DocumentsCredit.

Successor. The Administrative Either Agent may, subject (may resign as such 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 also, upon at least 30 days' prior notice to Micro and all the Borrower, voluntarily resignLenders. If the initial or either Agent shall at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime resign, then the Required Lenders shall (whichLenders, if no Event of Default or Potential Default has occurred and is continuingafter consultations with Micro, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent or Syndication Agent, as the case may be, whereupon such Lender shall 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 resigning retiring Administrative Agent has given Agent's or Syndication Agent's giving notice of resignation, then the resigning retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrowerafter consultations with Micro, appoint a successor Administrative Agent or Syndication Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to as the Borrower's prior written consent that case may not be unreasonably withheldbe, which must shall be one of the Lenders or a commercial bank having banking institution that is organized under the laws of the United States or any State thereof (or a branch or agency of either) and that has a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its acceptance of any appointment as successor Administrative AgentAgent 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 Rights of retiring Administrative Agent or Syndication Agent, as the prior Administrative Agentcase may be, and the prior retiring Administrative Agent or Syndication Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's or Syndication Agent's resignation hereunder as the Administrative Agent under or Syndication Agent, as the Credit Documentscase may be, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or Syndication Agent under the Credit Documentsthis Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred may resign as such upon one Business Day's notice to WWI 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 DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' days prior notice to the Borrower, voluntarily resignWWI and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders may, with the prior consent of WWI (which consent 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State -95- 103 thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 11.3 and Section 11.4 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 alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 58 of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's Borrowers’ approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's ’s resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

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 alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit DocumentsDocuments (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 Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.under

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 alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit 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 resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the 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 must be a commercial bank having a combined capital and surplus of at least One Billion Dollars ($1,000,000,000 1,000,000,000) (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit DocumentsDocuments (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 Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrowers 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 DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrowers and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders Lenders, with the prior consent of Holdings (which consent of Holdings shall (which, if no Event of Default or Potential Default has occurred not unreasonably be withheld and is continuing, is subject to the Borrower's approval that may shall not be unreasonably withheldrequired upon the occurrence and during the continuation of a Specified Default) may appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents., and Sections 11.3 and 11.4 shall continue to inure to its benefit. 77

Successor. The Administrative Each Agent may, subject (may resign as such 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 also, upon at least 30 days' prior notice to the Borrower, voluntarily resignAdministrative Borrower and all Lenders. If the initial or an Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Agent's giving notice of resignation, then the resigning Administrative retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Agent'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 shown on its most recently published statement of condition)the case may be, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as successor Administrative Agent, the Agent or Collateral Monitoring Agent hereunder by a successor Administrative Agent or the Collateral Monitoring Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Agent, and the prior Administrative retiring Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan Documents, and each Lender shall execute . After any retiring Agent's resignation hereunder as the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Collateral Monitoring Agent's resignation , as the Administrative Agent under the Credit Documentscase may be, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or the Collateral Monitoring Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent mayTrust Protector may appoint a successor Trust Protector to serve in such capacity in the event of the death, subject 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 no Event of Default or Potential Default has occurred all, by a written notice provided while the Trust Protector is serving, and is continuing) sent at least 30 days before it becomes effective to the Borrower's prior written consent that Trustee and to 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 unreasonably withhelda Trustor or Trustor’s spouse, assign all 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 its Rights and obligations as the Administrative Agent under Trust Protector would be exercisable by the Credit Documents 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 any exercise the power (for example, where timing or other factors make such exercise by Trustee prudent) or to await the taking effect of its Affiliates, which Affiliate shall then be the appointment of a successor Trust Protector so the successor Administrative Agent under Trust Protector may decide whether to exercise or not exercise the Credit Documents. The Administrative Agent may alsopower; however, upon 30 days' prior notice 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 Borrower, voluntarily resignpower but to let a successor Trust Protector do so or not do so. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if Trustee exercises the initial or any successor Administrative Agent ever resignsauthority of the Trust Protector, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject standards applicable to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail Trust Protector shall apply to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignation, then the 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 Administrative Agent's resignation as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.such exercise..

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 Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and Lenders, and shall resign upon the Borrowerrequest of the Required Lenders for cause (i.e., voluntarily resignAdministrative 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 resignsresigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or the Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent (which, subject (at any time if no Event of Default or Potential Default has occurred and exists, is continuing) subject to the Borrower's prior written consent approval that may not be unreasonably withheld), which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 1,000,000,000.00 (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 ▇▇▇▇▇'▇ or BBB+ by S & P. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Loan Documents, the provisions of this section Section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit 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, then Borrower shall be deemed to have given its consent to such request.

Successor. The Administrative Any Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may 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 such Agent which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent, 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) appoint 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 from among the Lenders (other than the resigning Administrative Agent). If no successor Agent for any resigning Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Agent, which shall be one of the Lenders or, in the case of a resigning 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 must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as an Agent assigns its Loans to one of its Affiliates, such Agent may, subject to the Credit Documentsconsent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Agent to such Affiliate.

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 Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and Lenders, and shall resign upon the Borrowerrequest of the Required Lenders for cause (i.e., voluntarily resignAdministrative 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 resignsresigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or the Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent (which, subject (at any time if no Event of Default or Potential Default has occurred and exists, is continuing) subject to the Borrower's prior written consent approval that may not be unreasonably withheld), which must be a commercial bank having a combined capital and surplus of at least $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 ▇▇▇▇▇'▇ or BBB+ by S & P. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Loan Documents, the provisions of this section Section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit 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, then Borrower shall be deemed to have given its consent to such request. CREDIT AGREEMENT

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 Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 also voluntarily resign by giving thirty (30) days' prior written notice to Borrowers and Lenders, and shall resign upon the Borrowerrequest of the Required Lenders for cause (i.e., voluntarily resignAdministrative 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 resignsresigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's Borrowers' approval that may not be unreasonably withheld) appoint 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 within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or the Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent (which, subject (at any time if no Event of Default or Potential Default has occurred and exists, is continuing) subject to the Borrower's prior written consent Borrowers' approval that may not be unreasonably withheld), which must be a commercial bank or other licensed financial institution having a combined capital and surplus of at least $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 ▇▇▇▇▇'▇ or BBB+ by S & P. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Loan Documents, the provisions of this section Section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit 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, then Borrowers shall be deemed to have given its consent to such request.

Successor. The Administrative Facility Agent may, subject (may resign as such 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 also, upon at least 30 days' prior notice to the Borrower, voluntarily resignall Lenders and all Residual Risk Guarantors, provided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement and (ii) 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 initial or Facility Agent at any successor Administrative Agent ever ceases time shall resign, the Majority Lenders shall, subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another ▇▇▇▇▇▇ as a party successor to this Agreement or if the initial or any Facility Agent which shall thereupon become such Facility Agent's successor Administrative Agent ever resignshereunder (provided that the Majority ▇▇▇▇▇▇▇ and the Majority Residual Risk Guarantors shall, then subject to the Required Lenders shall (which, if no consent of the Borrower unless an Event of Default or Potential Default has a Prepayment Event shall have occurred and is continuing, is subject be continuing (such consent not to the Borrower's approval that may not be unreasonably withheldwithheld or delayed) appoint 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 from among the Lenders (other than the resigning Administrative Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Majority Lenders fail to appoint a successor Administrative Agent and the Majority Residual Risk Guarantors, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Facility Agent's giving notice of resignation, then the resigning Administrative Facility Agent may, on behalf of the Lenders, upon 30 days prior notice to Lenders and the BorrowerMajority Residual Risk Guarantors, appoint a successor Administrative Facility Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Facility Agent hereunder by a successor Administrative Facility Agent, the such successor Administrative Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative resigning Facility Agent, and the prior Administrative resigning Facility Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any Administrative resigning Facility Agent's resignation hereunder as the Administrative Agent under the Credit DocumentsFacility Agent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Facility Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsFacility Agent assigns its Loan and, with the prior written consent of Finnvera transfers its Residual Risk Guarantee to one of its Affiliates or, such Affiliate, with the prior written consent of Finnvera issues a replacement Residual Risk Guarantee, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrowers 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 DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrowers and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders Lenders, with the prior consent of Holdings (which consent of Holdings 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 withheldrequired upon the occurrence and during the continuation of a Specified Default) may appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Liquidity Agent may, subject (may resign as such --------- 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 also, upon at least 30 days' prior written notice to ▇▇▇▇▇ and all Liquidity Lenders, and the Borrower, voluntarily resignLiquidity Agent may be removed at any time with cause by the Majority Banks. If the initial Liquidity Agent at any time shall resign or any successor Administrative Agent ever ceases to be a party to this Agreement or if removed, the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall Majority Banks may appoint (whichwith, if no Potential Amortization Event or Amortization Event (other than a Scheduled Amortization Event) then exists, the consent of Default or Potential Default has occurred and is continuing▇▇▇▇▇, is subject to the Borrower's approval that may which consent shall not be unreasonably withheldwithheld or delayed) appoint another Liquidity Lender as a successor Liquidity Agent which shall thereupon become the successor Administrative Liquidity Agent from among the Lenders (other than the resigning Administrative Agent)hereunder. If no successor Liquidity Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Majority Banks, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Liquidity Agent's giving notice of resignationresignation or the Majority Banks' removal of the retiring Liquidity Agent, then the resigning Administrative retiring Liquidity Agent may, on behalf of the Liquidity Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Liquidity Agent, subject (at any time no Event which shall be one of Default the Liquidity Lenders or Potential Default an Eligible Liquidity Lender. The resignation or removal of the Liquidity Agent shall not become effective until a successor Liquidity Agent has occurred been appointed and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)shall have accepted such appointment. Upon its the acceptance of any appointment as Liquidity Agent hereunder by a successor Administrative Liquidity Agent, the such successor Administrative Liquidity Agent shall be entitled to receive from the retiring Liquidity Agent such documents of transfer and assignment as such successor Liquidity Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Liquidity Agent, and the prior Administrative retiring Liquidity Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit this Agreement and all other Related 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 Administrative retiring Liquidity Agent's resignation or removal hereunder as the Administrative Agent under the Credit DocumentsLiquidity Agent, the provisions of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Liquidity Agent under the Credit Documentsthis Agreement; and (b) Section 11.03 and Section 11.04 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 Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Loan Documents. The Administrative Agent may also, upon 30 also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and Lenders, and shall resign upon the Borrowerrequest of the Required Lenders for cause (i.e., voluntarily resignAdministrative 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 resignsresigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 thirty (30) days after the resigning Administrative Agent has given notice of resignationresignation or the Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative AgentAgent (which, subject (at any time if no Event of Default or Potential Default has occurred and exists, is continuing) subject to the Borrower's prior written consent approval that may not be unreasonably withheld), which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 1,000,000,000.00 (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 ▇▇▇▇▇'▇ or BBB+ by S & P. Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Loan Documents, the provisions of this section SECTION inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit 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, then Borrower shall be deemed to have given its consent to such request.

Successor. The Administrative Agent may, subject (may resign as such at any time no upon at least 30 days' prior notice to the 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 resign or be removed, the Required Lenders 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 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 appoint another Lender 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 also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 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 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 resigning retiring Administrative Agent has given Agent's giving notice of resignationresignation or receiving notice of removal, then the resigning retiring Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to with the Borrowerconsent 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, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its 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 the successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's resignation or removal hereunder as the Administrative Agent under the Credit Documentssuch, the provisions of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement, and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the Credit Documentscontrary 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, 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 alsoalso voluntarily resign and shall resign upon the request of Required Lenders for cause (i.e., upon 30 days' prior notice Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Borrower, voluntarily resignCredit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement agreement or if the initial or any successor Administrative Agent ever resignsresigns (whether voluntarily or at the request of Required Lenders), then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuingexists, is subject to the Borrower's approval that may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the resigning Administrative Agent maymay (subject, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time if no Event of Default or Potential Default has occurred and is continuing) exists, to the Borrower's prior written consent approval that may not be unreasonably withheld), on behalf of Lenders, appoint a successor Administrative Agent, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent shall succeed succeeds to and become becomes vested with all of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be is discharged from its duties and obligations as of Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent Agent, or the successor Administrative Agent reasonably requests request to reflect the change. After any Administrative Agent's resignation or removal as the Administrative Agent under the Credit Documents, the provisions of this section inure to its benefit as to any actions taken or not taken by it while it was the Administrative Agent under the Credit Documents.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon one Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower 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 DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may (whichwith, if so long as no Default or Event of Default or Potential Default has shall have occurred and is be continuing, is subject the approval of the Borrower (not to the Borrower's approval that may not be unreasonably withheld)) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning 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, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Sections 10.3 and 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 DocumentsOutstanding 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 Any Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lender Parties, voluntarily resignprovided 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 initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may 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 such Agent which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a resignation of the Administrative Agent, 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) appoint offer to each of the other Agents in turn, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If no successor Agent for any resigning Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the BorrowerLender Parties, appoint a successor Agent, which shall be one of the Lenders or, in the case of a resigning 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 must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as an Agent assigns its Advances to one of its Affiliates, such Agent may, subject to the Credit Documentsconsent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Agent to such Affiliate.

Successor. The Administrative Agent may, subject (may resign as such at any time no upon at least 30 days’ prior notice to the 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 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 which shall thereupon become the Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Guarantor unless an Event of Default or Potential Default has a Prepayment Event shall have occurred and is continuing) be continuing (such consent not 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 also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 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 from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a 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 resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (or the equivalent in other currencies), subject, in each case, to the consent of the Guarantor and FEC, in its capacity as shown on its most recently published statement of conditionTranche A Lender (such consent not to be unreasonably withheld in either case). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior 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 Credit Documents, Supplemental Agreement and each Lender the other Loan Documents and shall execute be entitled to the documents that any Lender, rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent or 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 successor Administrative Agent reasonably requests to reflect the changeother Loan Documents. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Guarantor (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

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 also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent which shall thereupon become the Administrative 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 from among the Lenders (other than for the resigning Administrative Agent). If Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior 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 under hereunder within 30 days after the Credit Documents, and each Lender shall execute the documents that any Lender, resignation of the resigning Administrative Agent or then the successor Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent reasonably requests hereunder and under the other Loan Documents and shall be entitled to reflect the changerights 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 resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. NYDOCS01/1357357.3 47 If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon 10 Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent. It is agreed that to the extent the Syndication Agent under has resigned, all provisions of any Loan Document requiring the Credit Documents consent of the Syndication Agent or the Agents shall be deemed to any require the consent of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000 to act as shown on its most recently published statement Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 condition)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 its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Liquidity Agent may, subject (may resign as such 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 also, upon at least 30 days' prior written notice to NFC and all Liquidity Lenders, and the Borrower, voluntarily resignLiquidity Agent may be removed at any time with cause by the Majority Banks. If the initial Liquidity Agent at any time shall resign or any successor Administrative Agent ever ceases to be a party to this Agreement or if removed, the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall Majority Banks may appoint (whichwith, if no Potential Amortization Event or Amortization Event (other than a Scheduled Amortization Event) then exists, the consent of Default or Potential Default has occurred and is continuingNFC, is subject to the Borrower's approval that may which consent shall not be unreasonably withheldwithheld or delayed) appoint another Liquidity Lender as a successor Liquidity Agent which shall thereupon become the successor Administrative Liquidity Agent from among the Lenders (other than the resigning Administrative Agent)hereunder. If no successor Liquidity Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Majority Banks, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given retiring Liquidity Agent's giving notice of resignationresignation or the Majority Banks' removal of the retiring Liquidity Agent, then the resigning Administrative retiring Liquidity Agent may, on behalf of the Liquidity Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Liquidity Agent, subject (at any time no Event which shall be one of Default the Liquidity Lenders or Potential Default an Eligible Liquidity Lender. The resignation or removal of the Liquidity Agent shall not become effective until a successor Liquidity Agent has occurred been appointed and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)shall have accepted such appointment. Upon its the acceptance of any appointment as Liquidity Agent hereunder by a successor Administrative Liquidity Agent, the such successor Administrative Liquidity Agent shall be entitled to receive from the retiring Liquidity Agent such documents of transfer and assignment as such successor Liquidity Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Liquidity Agent, and the prior Administrative retiring Liquidity Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit this Liquidity Agreement and all other Related 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 Administrative retiring Liquidity Agent's resignation or removal hereunder as the Administrative Agent under the Credit DocumentsLiquidity Agent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Liquidity Agent under the Credit Documentsthis Liquidity Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. The Administrative Facility Agent may, subject (may resign as such 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 also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignprovided 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 initial or Facility Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall (whichshall, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may 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 Facility Agent which shall thereupon become such Facility 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) appoint 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 from among the Lenders (other than the resigning Administrative Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent has given Facility Agent’s giving notice of resignation, then the resigning Administrative Facility Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Facility Agent, subject (at any time no Event which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Facility Agent hereunder by a successor Administrative Facility Agent, the such successor Administrative Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative resigning Facility Agent, and the prior Administrative resigning Facility Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any Administrative resigning Facility Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsFacility Agent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Facility Agent under the Credit Documents.this Agreement; and

Successor. The Administrative Syndication Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) may resign as such upon 10 Business Day's notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the Administrative Agent. It is agreed that to the extent the Syndication Agent under has resigned, all provisions of any Loan Document requiring the Credit Documents consent of the Syndication Agent or the Agents shall be deemed to any require the consent of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit DocumentsAgent. The Administrative Agent may also, resign as such at any time upon at least 30 days' prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agent's giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch -104- or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (250,000,000 to act as shown on its most recently published statement Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 condition)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 its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (and Collateral Agent may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) upon written notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the applicable Secured Parties. If the Administrative Agent under or Collateral Agent at any time shall resign, the Credit Documents resigning Administrative Agent or Collateral Agent, as applicable, shall have the right to any of its Affiliates, which Affiliate shall then be the appoint another Lender or other financial institution as a successor Administrative Agent under or Collateral Agent, as applicable, which shall thereupon become the Credit Documents. The Administrative Agent may alsoor Collateral Agent, upon 30 days' prior as applicable, hereunder, with the consent of the Borrower (other than following the occurrence and during the continuance of an Event of Default) not to be unreasonably withheld or delayed, such resignation to be effective on the earliest of (a) thirty (30) days after delivery of the notice to of resignation (regardless of whether a successor has been appointed or not), (b) the Borrower, voluntarily resign. If acceptance of the initial or any relevant successor Administrative Agent ever ceases or Collateral Agent, as applicable, by the Borrower and the Required Lenders and (c) such other date, if any, agreed to by the Required Lenders and, other than following the occurrence and during the continuance of an Event of Default, the Borrower (such agreement not to be unreasonably withheld or delayed). Upon any such notice of resignation, if a party to this Agreement or if the initial or any successor Administrative Agent ever resignsor Collateral Agent, then as applicable, has not already been appointed by the resigning Administrative Agent or Collateral Agent, as applicable, the Required Lenders shall (whichhave the right, if no Event with the consent of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders Borrower (other than following the resigning Administrative Agent). If occurrence and during the Required Lenders fail continuance of an Event of Default) not to be unreasonably withheld or delayed, to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignationor Collateral Agent, then the resigning Administrative Agent mayas applicable, on behalf which shall be one of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (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 $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor 500,000,000; provided that, if neither the resigning Administrative Agent or Collateral Agent, as applicable, nor the Required ▇▇▇▇▇▇▇ have appointed a successor Administrative Agent or Collateral Agent, as applicable, the retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective and the Required ▇▇▇▇▇▇▇ shall be deemed to have succeeded to, assumed and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required ▇▇▇▇▇▇▇ appoint a successor as provided for above. If the Person serving as Administrative Agent or Collateral Agent, as applicable, is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent or Collateral Agent, as applicable, and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days, then such removal shall nonetheless become effective in accordance with such notice on the date that is thirty (30) days after receipt of the notice and the Required Lenders shall be deemed to have succeeded to, assumed and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders, consultation with the Borrower, appoint a successor. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, as applicable, hereunder by a successor Administrative Agent or Collateral Agent, as applicable, and upon payment of such retiring Administrative Agent’s or Collateral Agent’s, as applicable, charges and other amounts payable to it hereunder as of such date, such successor Administrative Agent or Collateral Agent, as applicable, shall be entitled to receive from the retiring Administrative Agent or Collateral Agent, as applicable, such documents of transfer and assignment as such successor Administrative Agent or Collateral Agent, as applicable, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent or Collateral Agent, as applicable, and the prior retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 the retiring Administrative Agent's ’s or Collateral Agent, as applicable, resignation hereunder as the Administrative Agent under the Credit Documentsor Collateral Agent, as applicable, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under the Credit Loan Documents, and Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (at any time no Event Either or both 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 and the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Collateral Agent may also, resign upon 30 days' prior thirty days notice to the Borrower, voluntarily resignLenders. If either the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Collateral 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 the successor Administrative Agent from among the Lenders (a successor administrative agent or collateral agent, as appropriate, for the Lenders, which successor administrative agent or collateral agent shall be consented to by the Borrower at all times other than during the resigning Administrative Agentexistence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent or collateral agent is appointed prior to the Required Lenders fail to appoint a successor effective date of the resignation of the Administrative Agent within 30 days or the Collateral Agent, such resigning agent may appoint, after consulting with the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to Lenders and the Borrower, appoint a successor Administrative Agentadministrative agent or collateral agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to as appropriate, from among the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)Lenders. Upon its the acceptance of its appointment as successor Administrative Agentadministrative agent or collateral agent hereunder, the such successor Administrative Agent agent shall succeed to all the rights, powers and become vested with all duties of the Rights of the prior Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Documents, and each Lender shall execute the documents that any Lender, the 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 resigning agent’s appointment, powers and duties as Administrative Agent reasonably requests to reflect the changeor Collateral Agent shall be terminated. After any Administrative Agent's such resignation as the Administrative Agent under the Credit Documentshereunder, the provisions of this section 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 not 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 Credit DocumentsDocuments until such time, if any, as the Required Lenders appoint a successor agent as provided above.

Successor. The Administrative Collateral Agent may, subject (may resign as such 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 also, upon at least 30 days' prior notice to the Borrower, voluntarily resignthe Administrative Agent, the Trustee and each 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 initial Collateral Agent at any time shall resign or any successor Administrative Agent ever ceases to be a party to removed under this Agreement or if the initial or any successor Administrative Agent ever resignsAgreement, 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 Secured Parties may not be unreasonably withheld) appoint 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 within 30 days after the resigning Administrative Agent has given notice of resignation, then the 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 the Trustee or Potential Default has occurred and another Secured Party that is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 250,000,000 as a successor Collateral Agent which shall thereupon become the Collateral Agent hereunder. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving notice of resignation or within 30 days after the Removing Secured Parties' giving notice of removal, then the retiring Collateral Agent (as shown in the case of resignation) or the Removing Secured Parties (in the case of removal) shall, on its most recently published statement behalf of condition). Upon its acceptance of appointment as the Secured Parties, appoint a successor Collateral Agent, which shall be the Administrative Agent, the Trustee or one of the other Secured Parties 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; PROVIDED, HOWEVER, that if, such retiring Collateral Agent is unable to find a replacement which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective and the Secured Parties shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Secured Parties appoint a successor Administrative as provided for above. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall be entitled to receive from the retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior Administrative retiring Collateral Agent, and the prior Administrative retiring Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Collateral 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 Administrative retiring Collateral Agent's resignation or removal hereunder as the Administrative Agent under the Credit DocumentsCollateral Agent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Collateral Agent under the Credit Collateral Documents, and the third sentence of SECTION 8.1.1 and Sections 9.3 and 9.4 shall continue to inure to its benefit.

Successor. The Administrative Agent, the Syndication Agent may, subject (and the Collateral Agent may resign as such 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 also, upon at least 30 days' days prior notice to the BorrowerRevolving Credit Borrowers, voluntarily resignthe Syndication Agent, all Revolving 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 initial Administrative Agent, the Syndication Agent or the Collateral Agent at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, then the Required Revolving Credit Lenders may, with the prior consent of the Revolving Credit Borrowers and the Syndication Agent (which consents 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) withheld or delayed), appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent 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 resigning retiring Administrative Agent has given Agents, Syndication Agents or Collateral Agents giving notice of resignation, then the resigning retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Revolving Credit Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default Syndication Agent or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheldCollateral Agent, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $1,000,000,000 (500,000,000. Notwithstanding the foregoing, for so long as shown on ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its most recently published statement 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 condition)ABN as Administrative Agent; provided, 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 named, may DLJ resign as either the Syndication Agent or the Collateral Agent. Upon its the acceptance of any appointment as Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, Syndication Agent or Collateral Agent, and the prior retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's Agents, Syndication Agents or Collateral Agents resignation hereunder as the Administrative Agent, Syndication Agent under the Credit Documentsor Collateral Agent, the provisions of of (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it the retiring Administrative Agent, retiring Syndication Agent or retiring Collateral Agent while it was the Administrative Agent, the Syndication Agent or the Collateral Agent under the Credit Documentsthis Agreement; and (b) Section 11.3 and Section 11.4 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 also, resign as such at any time upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resign. If the initial or provided that any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders such resignation 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint become effective until a successor Administrative Agent has been appointed as provided in this Section 10.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders 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 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 resigning Administrative Agent has given Agent’s giving notice of resignation, then the 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution having a combined capital and surplus of at least $1,000,000,000 500,000,000 (as shown on its most recently published statement or the equivalent in other currencies), subject, in each case, to the consent of conditionthe Borrower (such consent not to be unreasonably withheld). Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the 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 Rights of the prior resigning Administrative Agent, and the prior resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any resigning Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of of: (a) this section Article X shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Credit DocumentsAdministrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. The Administrative Agent may, subject (and Collateral Agent may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) upon written notice to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights Borrower and obligations as the applicable Secured Parties. If the Administrative Agent under or Collateral Agent at any time shall resign, the Credit Documents resigning Administrative Agent or Collateral Agent, as applicable, shall have the right to any of its Affiliates, which Affiliate shall then be the appoint another Lender or other financial institution as a successor Administrative Agent under or Collateral Agent, as applicable, which shall thereupon become the Credit Documents. The Administrative Agent may alsoor Collateral Agent, upon 30 days' prior as applicable, hereunder, with the consent of the Borrower (other than following the occurrence and during the continuance of an Event of Default) not to be unreasonably withheld or delayed, such resignation to be effective on the earliest of (a) thirty (30) days after delivery of the notice to of resignation (regardless of whether a successor has been appointed or not), (b) the Borrower, voluntarily resign. If acceptance of the initial or any relevant successor Administrative Agent ever ceases or Collateral Agent, as applicable, by the Borrower and the Required Lenders and (c) such other date, if any, agreed to by the Required Lenders and, other than following the occurrence and during the continuance of an Event of Default, the Borrower (such agreement not to be unreasonably withheld or delayed). Upon any such notice of resignation, if a party to this Agreement or if the initial or any successor Administrative Agent ever resignsor Collateral Agent, then as applicable, has not already been appointed by the resigning Administrative Agent or Collateral Agent, as applicable, the Required Lenders shall (whichhave the right, if no Event with the consent of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders Borrower (other than following the resigning Administrative Agent). If occurrence and during the Required Lenders fail continuance of an Event of Default) not to be unreasonably withheld or delayed, to appoint a successor Administrative Agent within 30 days after the resigning Administrative Agent has given notice of resignationor Collateral Agent, then the resigning Administrative Agent mayas applicable, on behalf which shall be one of the Lenders, upon 30 days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution organized under the laws of the United States (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 $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor 500,000,000; provided that, if neither the resigning Administrative Agent or Collateral Agent, as applicable, nor the Required ▇▇▇▇▇▇▇ have appointed a successor Administrative Agent or Collateral Agent, as applicable, the retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective and the Required ▇▇▇▇▇▇▇ shall be deemed to have succeeded to, assumed and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. If the Person serving as Administrative Agent or Collateral Agent, as applicable, is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent or Collateral Agent, as applicable, and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days, then such removal shall nonetheless become effective in accordance with such notice on the date that is thirty (30) days after receipt of the notice and the Required Lenders shall be deemed to have succeeded to, assumed and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders, consultation with the Borrower, appoint a successor. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent, as applicable, hereunder by a successor Administrative Agent or Collateral Agent, as applicable, and upon payment of such retiring Administrative Agent’s or Collateral Agent’s, as applicable, charges and other amounts payable to it hereunder as of such date, such successor Administrative Agent or Collateral Agent, as applicable, shall be entitled to receive from the retiring Administrative Agent or Collateral Agent, as applicable, such documents of transfer and assignment as such successor Administrative Agent or Collateral Agent, as applicable, may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent or Collateral Agent, as applicable, and the prior retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 the retiring Administrative Agent's ’s or Collateral Agent, as applicable, resignation hereunder as the Administrative Agent under the Credit Documentsor Collateral Agent, as applicable, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under the Credit Loan Documents, and Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. The Subject to the appointment of a successor as provided below, the Administrative Agent may, subject (may resign 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 also, upon at least 30 days' ’ prior notice to the BorrowerBorrower and all Lenders, voluntarily resignand the Administrative Agent may be removed at any time with or without cause by the Required Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, 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 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 within 30 days after Lender or another commercial banking institution organized under the resigning Administrative Agent has given notice of resignation, then the resigning Administrative Agent may, on behalf laws of the Lenders, upon 30 days prior notice to the Borrower, appoint U.S. (or any State thereof) or a successor Administrative Agent, subject (at any time no Event U.S. branch or agency of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank banking institution, and having a combined capital and surplus of at least $1,000,000,000 (as shown on successor Administrative Agent hereunder. In the event the successor Administrative Agent is not at the time of its most recently published statement appointment a Lender hereunder, so long as no Event of condition). Upon its acceptance of appointment as Default shall have occurred and be continuing, the Borrower shall have the right to consent to the successor Administrative Agent, the which consent shall not be unreasonably withheld or delayed. 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 has given notice of its resignation or the removal of the retiring Administrative Agent, 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 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 $1,000,000,000. 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 changethis Agreement. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of (a) this section Article IX shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documentsthis Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (may resign as such at any time no Event of Default or Potential Default has occurred and is continuing) upon at least 30 days’ prior notice to the Borrower's prior written consent that may not be unreasonably withheld, assign Borrower and 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 DocumentsLenders. The Administrative Agent may also, be removed at any time upon 30 days' prior notice to the Borrower, voluntarily resignaffirmative vote of the Required Lenders. If the initial or any successor Administrative Agent ever ceases to at any time shall resign or be a party to this Agreement or if the initial or any successor Administrative Agent ever resignsremoved, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. In the case of the Administrative Agent’s resignation, 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 resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning 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 mayhereunder until such time, on behalf of if any, as the Lenders, upon 30 days prior notice to the Borrower, Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and the payment of the reasonable fees and expenses (including attorney’s fees and expenses) of the resigning or removed 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the such successor Administrative Agent shall be entitled to receive from the retiring or removed 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 Rights of the prior retiring or removed Administrative Agent, and the prior . The retiring or removed Administrative Agent shall cooperate in all respects with the transition of the Administrative Agent role to the successor Administrative Agent and shall, following such transition, be discharged from its duties and obligations as Administrative Agent under the 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 or removed Administrative Agent's ’s resignation or removal, as applicable, hereunder as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Documents.

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 also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrower and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or at any successor Administrative Agent ever resignstime shall resign, then the Required Lenders shall may appoint (whichsubject to, if so long as no Event of Default or Potential Default has occurred and is continuing, is subject the reasonable consent of the Borrower not to the Borrower's approval that may not be unreasonably withheldwithheld or delayed) appoint the another Lender as such Person’s successor Administrative Agent from among which shall thereupon become the Lenders (other than the resigning Administrative Agent)Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders fail (and consented to appoint a successor Administrative Agent by the Borrower), and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 (250,000,000; provided that, if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and 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 shown on its most recently published statement of condition)the Required Lenders appoint a successor as provided for above. Upon its the acceptance of any appointment as the Administrative Agent hereunder by any successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Credit Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may, subject (Lender may resign as such 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 also, upon at least 30 days' days prior notice to Borrower and all Lenders and shall be discharged from its duties and obligations under the Borrower, voluntarily resignLoan Documents on the effective date set forth in such notice. If the initial or Administrative Lender at any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resignstime shall resign, 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 the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint another Lender as a successor Administrative Agent Lender which shall thereupon become Administrative Lender hereunder. If no successor Administrative Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Lender's giving notice of resignation, then the resigning retiring Administrative Agent Lender 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 withheldLender, which must shall be one of the Lenders or a commercial bank banking institution organized under the laws of the United States (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 $1,000,000,000 (as shown on its most recently published statement of condition)500,000,000. Upon its the acceptance of any appointment as Administrative Lender hereunder by a successor Administrative AgentLender, the such successor Administrative Agent Lender shall give Borrower notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the Rights of the prior retiring Administrative Agent, and the prior Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the 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 AgentLender's resignation hereunder as the Administrative Agent under the Credit DocumentsLender, the provisions of (a) this section Article XI shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent Lender under the Credit Documentsthis Agreement; and (b) Section 12.2 and Section 12.3 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 also, resign as such at any time upon at least 30 days' ’ prior notice to the Borrower, voluntarily resignBorrowers and all Lenders. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if at any time shall resign, the initial or any successor Administrative Agent ever resigns, then the Required Majority Lenders shall (which, and if no Event of Default or Potential Default has occurred and is continuing, is subject to with the Borrower's approval that consent of the Borrowers) may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required 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 Majority Lenders, and shall have accepted such appointment, within 30 days after the resigning retiring Administrative Agent has given Agent’s giving notice of resignation, then the resigning retiring 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 which shall be one of Default the Lenders or Potential Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which must be a commercial bank 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 $1,000,000,000 250,000,000; provided that, (a) 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 shown on its most recently published statement the Required Lenders appoint a successor as provided for above, and (b) no Letters of condition)Credit may be issued hereunder until such time, if any, as the Majority Lenders appoint a successor Issuer along with the successor Administrative Agent as provided for above. Upon its the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, the 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 Rights of the prior retiring Administrative Agent, and the prior retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Credit Loan 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 Agent under the Credit DocumentsAgent, the provisions of this section Article shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit, except that the retiring Issuer shall remain the Issuer with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuer with respect to such Letters of Credit shall inure to the benefit of the retiring Issuer until the termination of all such Letters of Credit. After any retiring Administrative Agent’s or Issuer’s resignation hereunder as Administrative Agent or Issuer, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Issuer under this Agreement and the other Loan Documents. Any resignation by ▇▇▇▇▇ Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer and Swing Line Lender, (ii) the retiring Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit.

Successor. The Administrative Agent may, subject (Collateral Trustee may resign at any time no 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 Collateral Trustee, following receipt of the Grantors’ consent (which shall not be unreasonable withheld or delayed and which shall not be required while an Event of Default under Section 8.1(a), (g) or Potential Default has (h) shall have occurred and is be 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 also, upon 30 days' prior notice to the Borrower, voluntarily resign. 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, 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 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 within 30 days after Collateral Trustee. Upon the resigning Administrative Agent has given notice acceptance of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, upon 30 days prior notice to the Borrower, appoint any appointment as Collateral Trustee hereunder by a successor Administrative AgentCollateral Trustee, 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 must be a commercial bank having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment as successor Administrative Agent, the successor Administrative Agent Collateral Trustee under this Agreement shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Rights of the prior Administrative Agentretiring or removed Collateral Trustee under this Agreement, and the prior Administrative Agent retiring 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 as Administrative Agent under the 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 changethis Agreement. After any Administrative Agent's retiring or removed Collateral Trustee’s resignation or removal hereunder as the Administrative Agent under the Credit DocumentsCollateral Trustee, the provisions of this section Agreement shall inure to its benefit as to any actions taken or not omitted to be taken by it under this Agreement while it was the Administrative Agent under the Credit DocumentsCollateral Trustee hereunder.

Successor. The Administrative Agent may, subject (a) If 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 deems it advisable, in its sole discretion, it may submit to each of the Credit Documents to any Lenders a written notification of its Affiliates, which Affiliate shall then be the successor resignation as Administrative Agent under this Agreement and the Credit Documents. The Administrative Agent may alsoNotes, 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 30 days' prior notice to the Borrower, voluntarily resign. If the initial or which any successor Administrative Agent ever ceases to be a party to Agent, in accordance with the provisions of this Agreement or if the initial or any section 10.9, shall have accepted in writing its appointment as such successor Administrative Agent ever resignsAgent. Upon any such resignation of the Administrative Agent, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject have the right to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Required Lenders fail to appoint a successor Administrative Agent and accepted such appointment within 30 days after the resigning retiring Administrative Agent has given Agent's giving of notice of resignation, then the resigning retiring 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 must successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition)100,000,000. Upon its the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, the such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Rights of the prior Administrative retiring Ad ministrative Agent, and the prior retiring Administrative Agent shall be discharged from its Agent's rights, powers, privileges and duties and obligations as Administrative Agent under this Agreement and the Credit Documents, Notes shall be terminated. The Borrower and each Lender the Lenders shall execute the such documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests as shall be necessary to reflect the changeeffect such appointment. After any retiring Administrative Agent's resignation or removal as the Administrative Agent under the Credit DocumentsAgent, the provisions of this section 10 shall inure to its benefit as to any actions taken or not omitted to be taken by it while it was the Administrative Agent under this Agreement and the Notes. 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 under the Notes directly to the Lenders entitled thereto during such time. (b) If at any time the Collateral Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notification of its resignation as Collateral Agent under the Collateral 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 successor Collateral Agent, in accordance with the provisions of this section 10.9 (and section 10.9 of the Other Credit Agreement), shall have accepted in writing its appointment as such successor Collateral Agent. Upon any such resignation of the Collateral Agent, the Required Lenders (together with the Required Lenders under and as defined in the Other Credit Agreement) shall have the right to appoint from among the Lenders a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed and accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Lenders (and the Lenders under and as defined in the Other Credit Agreement), appoint a successor Collateral Agent, which successor Collateral Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent's rights, powers, privileges and duties as Collateral Agent under the Collateral Documents shall be terminated. The Borrower and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Collateral Agent's resignation or removal as Collateral Agent, the provisions of section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under the Collateral Documents.