Common use of Successor Agent Clause in Contracts

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

Successor Agent. The Administrative Agent may resign may, at any time by giving ten (10) days' prior time, resign upon 20 days written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor Administrative Agent, which successor shall be reasonably acceptable to the Agent (Borrower; provided that the Borrower's consent Borrower shall not be required in have no right to approve such successor during the event existence and continuation of a Default or Event of Default shall have occurred and be continuing)Default. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lendersas provided for above). Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder as an Administrative Agent, as appropriate, under this Credit Agreement and under the other Credit Documents. After any retiring Agent's resignation as Agent, Documents and the provisions of this Article Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the an Administrative Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other this Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveAgreement.

Successor Agent. The Agent may resign at any time by giving ten as Agent upon thirty (1030) days' prior written notice to the Borrower Lenders and the LendersAdministrative Borrower. Upon any such notice of resignationIf Agent resigns under this Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)agent for Lenders. If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of Agent, Agent may appoint, after consulting with the Lenders and the Administrative Borrower, appoint a successor Agent agent from among the Lenders. Upon the acceptance by the Lender so selected of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " as used herein and in the other Financing Agreements shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent agent has accepted appointment as Agent by the thirtieth date which is thirty (30th30) day following days after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinaboveabove.

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

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

Successor Agent. The (a) Any Agent may resign at any time by giving give at least thirty (30) (or, if the Total Revolving Credit Commitment is reduced to zero, ten (10)) days' days prior written notice of its resignation to the Borrower Lenders, the L/C Issuer and the LendersAdministrative Borrower, provided that, if the continuing Agent assumes all of the resigning Agent’s duties hereunder, such resigning Agent may provide notice on the effective date of its resignation. Upon receipt of any such notice of resignation, (i) the Required Lenders willshall have the right, with the prior written consent of the Administrative Borrower (which consent shall not be unreasonably withheldwithheld or delayed nor shall it be required during the existence of an Event of Default), to appoint from among the Lenders a successor to Collateral Agent, and (ii) the Collateral Agent shall have the right, with the consent of the Required Revolving Loan Lenders and of the Administrative Borrower (provided that the Borrower's which consent shall not be unreasonably withheld or delayed nor shall it be required in during the event a Default or existence of an Event of Default shall have occurred and be continuingDefault), to appoint a successor Administrative Agent. If no such successor to the Agent shall have been so appointed by the Required Lenders or Collateral Agent, as applicable, and shall have accepted such appointment within thirty (30) (or, if the Total Revolving Credit Commitment is reduced to zero, ten (10)) days after the retiring Agent gives notice of its resignation (or such ten-earlier day periodas shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders and after consulting with the Lenders and the BorrowerL/C Issuer, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint Whether or not a successor Agent as provided for hereinabovehas been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

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

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

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

Successor Agent. The (a) Any Agent may resign at any time by giving ten (10) at least 30 days' ’ prior written notice thereof to the Borrower Lenders, the Borrower, the Services Provider and the Lendersapplicable Rating Agency; provided that any such resignation by any Agent shall not be effective until a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice of resignationnotice, the Required Majority Lenders will, shall have the right to appoint a successor Agent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor to the Agent shall have been so appointed by the Required Lenders Majority Lenders, shall have been approved by the Borrower, and shall have accepted such appointment appointment, within 30 days after the retiring Agent gives notice of its resignation (or such ten-earlier day periodas shall be agreed by the Majority Lenders), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint designate a successor Agent, which such successor Agent from among shall be a commercial bank or a trust company organized or licensed under the Lenderslaws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effectivehereunder, and the Lenders successor Agent shall thereafter perform all provide written notice of such appointment to the Lenders, the Services Provider and the applicable Rating Agency. Notwithstanding anything in this Section 7.8(a) to the contrary, this Section 7.8(a) shall not apply to the resignation of the duties Administrative Agent, which shall be governed by the terms of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveSection 7.8(b) of this Agreement.

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

Successor Agent. The Any Agent may resign at any time by giving ten (10) daysfive Business Days' prior written notice thereof to the Borrower Lenders, the Issuing Bank, the other Agents and the LendersLead Borrower. Upon any such notice resignation of resignationany Agent, the Required Lenders willshall have the right to appoint a successor Agent, with which so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the prior written consent of the Lead Borrower (which whose consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with Lenders, the Lenders other Agents and the BorrowerIssuing Bank, appoint a successor Agent from among which shall be (i) a commercial bank (or affiliate thereof) organized under the Lenderslaws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Lender capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default, or Event of Default, shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Agent's resignation hereunder as such Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the such Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

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

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

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

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

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower, but such resignation shall not become effective until acceptance by a successor Agent of its appointment pursuant hereto. Upon any such resignation, the retiring Agent shall promptly appoint a successor Agent from among the Merrill Lynch Group or the Lenders, provided that, if such replacxxxxx xs xxx x member of the Merrill Lynch Group, such replacement is reasonably acceptable (xx xxxdxxxxx in writing) to the Borrower and the Required Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders retiring Agent and shall have accepted such appointment within such ten-day period, then 30 days after the retiring Agent mayAgent's giving of notice of resignation, on behalf of the Lenders and after consulting with the Lenders and the Borrower, Borrower may appoint a successor Agent from among (which successor may be replaced by the Required Lenders; provided that such replacement is reasonably acceptable to the Borrower if such replacement is not a member of the Merrill Lynch Group), which shall be either a Lender or a commerciax xxxx xxxxnized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreement, the other Credit DocumentsFundamental Documents and any other credit documentation. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

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

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

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

Successor Agent. The Agent may resign at any time by giving ten (10) as Agent upon 30 days' prior written notice to the Borrower Lenders. If the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of which successor agent (so long as no Default has occurred and is continuing) shall be approved by the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, whereupon such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent" shall mean such successor agent, effective upon its appointment, and the retiring former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act or deed on the other Credit Documentspart of such former Agent or any of the parties to this Agreement or any holders of the Notes. After any retiring Agent's resignation as Agent, the provisions of this Article Section shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement and the other Loan Documents. If no successor to Further, if the Agent no longer has accepted appointment any Loans, Letter of Credit participations or Commitments hereunder, the Agent shall immediately resign and shall be replaced, and have the benefits, as set forth in this Section 8.9. In addition, after the replacement of an Agent by the thirtieth (30th) day following a retiring Agent's notice of resignationhereunder, the retiring Agent's resignation Agent shall nevertheless thereupon become effectiveremain a party hereto and shall continue to have all the rights and obligations of an Agent under this Agreement with respect to Letters of Credit issued by it prior to such replacement, and the Lenders but shall thereafter perform all not be required to issue additional Letters of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveCredit.

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

Successor Agent. (a) The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders, the Issuing Banks, and the Borrower and may be removed at any time with cause by the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders will, shall have the right to appoint a successor Agent with the prior written consent consent, if no Event of Default has occurred and is continuing, of the Borrower (Borrower, which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuing)delayed. If no successor to the Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent, which 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 $500,000,000; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Agent shall be discharged from among its duties and obligations hereunder and under any Revolving Credit Note and (ii) all payments, communications and determinations provided to be made by, to or through the LendersAgent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring or retired Agent, and the retiring or retired Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement (if not already discharged therefrom as provided above in this Section 7.07(a)). After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If no successor to the Agent has accepted appointment as Agent The fees payable by the thirtieth (30th) day following Borrower to a retiring Agent's notice of resignation, successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under any Revolving Credit Note, the other Credit Documents until provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such timeretiring Agent, if anyits sub-agents and their respective officers, directors, employees, agents and advisors in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as the Required Lenders appoint a successor Agent as provided for hereinaboveAgent.

Successor Agent. (a) The Administrative Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Borrower Lenders, the Swing Line Banks, the LC Issuing Banks and the LendersBorrower. Upon any such notice of resignation, the Required Lenders will, with shall have the prior written consent right to appoint a successor Administrative Agent. Such successor shall be subject to the approval of the Borrower (which consent Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be unreasonably withheld), appoint from among necessary if at the Lenders a time such successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default is appointed there shall have occurred and be continuingcontinuing an Event of Default described in Section 6.01(a), 6.01(g) or 6.01(h). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation (or such ten-earlier day periodas shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may, (but shall not be obligated to), on behalf of the Lenders and after consulting with Lenders, the Lenders Swing Line Banks and the BorrowerLC Issuing Banks, appoint a successor Agent from among Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the Lenders. Upon laws of the acceptance United States of America or of any appointment as Agent by State thereof and having a combined capital and surplus of at least $500,000,000. Such successor shall be subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be necessary if at the time such successor is appointed there shall have occurred and be continuing an Event of Default described in Section 6.01(a), 6.01(g) or 6.01(h). Whether or not a successor Agenthas been appointed, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and effective in accordance with such notice on the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveResignation Effective Date.

Successor Agent. (a) The Agent may resign at any time by giving ten (10) 30 days' ’ prior written notice thereof to the Borrower Lenders and the LendersBorrower, whether or not a successor Agent has been appointed. Upon any such notice of resignation, resignation the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Borrower, to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the Lendersprior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After Prior to any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article retiring Agent shall inure take such action as may be reasonably necessary to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor assign to the successor Agent has accepted appointment its rights as Agent under the Loan Documents. The fees payable by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint Borrower to a successor Agent shall be the same as provided for hereinabovethose payable to its predecessor unless otherwise agreed by the Borrower and such successor.

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

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

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

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

Successor Agent. The Any Agent may resign at any time by giving ten five (105) days' prior Business Days’ written notice thereof to the Borrower Lenders, the Issuing Banks, the Acceptance Lenders, the other Agents and the LendersLead Borrower. Upon any such notice resignation of resignationany Agent, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Agent, which so long as there is no Default or Event of Default shall have occurred and be continuingreasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within such ten-day period30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with Lenders, the Lenders other Agents, the Issuing Banks and the BorrowerAcceptance Lenders, appoint a successor Agent from among which shall be (i) a commercial bank (or affiliate thereof) organized under the Lenderslaws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, (ii) or a Person capable of complying with all of the duties of such Agent (and the Issuing Banks), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, in the case of (i) and (ii) above, so long as there is no Default or Event of Default shall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Article Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the such Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

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

Successor Agent. The 9.12 Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving ten (10) days' prior 30 days written notice thereof to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders willMajority Lenders, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among required (a) if the Lenders a successor to Agent is an Affiliate or Subsidiary of the Agent on the date hereof or (provided that the Borrower's consent shall not be required in the event b) for so long as a Default or Event of Default has occurred and is continuing), shall have occurred and the right to appoint a successor Agent who shall be continuing)one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within by the time of such ten-day periodresignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents(in its capacity as Agent but not in its capacity as a Lender). After any retiring Agent's resignation hereunder as the Agent, the provisions of this Article 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, acting as the Required Lenders appoint a successor Agent as provided for hereinaboveAgent.

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

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

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

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

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

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

Successor Agent. The Agent may resign at any time by giving ten (10) 10 days' prior written notice thereof to the Borrower Lenders and the LendersBorrower. The Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to the Agent, the other Lenders and the Borrower. Upon any such notice of resignationresignation or removal, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment appointment, within 30 days after such ten-day periodnotice of resignation or removal, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent. Each successor Agent from among shall be a commercial bank or trust company organized or licensed under the Lenderslaws of the United States of America or any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent, and the retiring such Agent shall be discharged from its duties under this Agreement and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation as Agent, but the provisions of this Article Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effectivebe given to each Lender, and the Lenders shall thereafter perform all of the duties of payments to be made to the Agent hereunder and under shall be made directly to the other Credit Documents until Borrower or Lender for whose account such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovepayment is made.

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

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

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

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

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

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

Successor Agent. The Administrative Agent and/or the Collateral Agent may resign at any time by giving ten (10) as the Administrative Agent and/or Collateral Agent, as the case may be, upon 30 days' ’ prior written notice to the Lenders, the Letter of Credit Issuer, the Swingline Lender, the other Agents and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender or is in material breach of its obligations under the Credit Documents as an Administrative Agent and/or Collateral Agent, as the case may be, then such Administrative Agent or Collateral Agent, as the case may be, may be removed as the Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower and the Required Lenders. Upon any such notice of resignationIf the Administrative Agent and/or Collateral Agent shall resign or be removed as the Administrative Agent and/or the Collateral Agent under this Agreement and the other Credit Documents, then (a) the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to for the Lenders within 30 days, or (b) in the case of a resignation, the Administrative Agent and/or the Collateral Agent may, on behalf of the Lenders, appoint a successor Administrative Agent and/or the Collateral Agent, as applicable, selected from among the Lenders. In either case, the successor shall be approved by the Borrower (provided that the Borrower's consent which approval shall not be unreasonably withheld and shall not be required in the event a Default or if an Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing), whereupon such successor shall succeed to the rights, powers and duties of the Administrative Agent and/or the Collateral Agent, and the term “Administrative Agent”, and/or “Collateral Agent”, as applicable, shall mean such successor effective upon such appointment and approval, and the former Administrative Agent’s and/or Collateral Agent’s rights, powers and duties as the Administrative Agent and/or the Collateral Agent shall be terminated without any other or further act or deed on the part of such former Administrative Agent and/or Collateral Agent or any of the parties to this Agreement or any Lenders or other holders of the Loans. If no successor to has accepted appointment as Administrative Agent and/or the Collateral Agent by the date which is 30 days following the retiring Administrative Agent’s and/or Collateral Agent’s notice of resignation, as the case may be, (x) the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above and (y) the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective at such time as a successor Collateral Agent shall have been so appointed by the Required Lenders appointed, and such successor Collateral Agent shall have accepted such appointment within appointment, in accordance with the terms of this Section 12.11 and upon the execution and filing or recording of such ten-day periodfinancing statements, then or amendments thereto, and such amendments or supplements to the retiring Agent mayMortgages, on behalf and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Lenders and after consulting with Liens granted or purported to be granted by the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Security Documents. After any retiring or removed Administrative Agent's ’s and/or the Collateral Agent’s resignation or removal as the Administrative Agent and/or Collateral Agent, the provisions of this Article Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Administrative Agent has accepted appointment as and/or Collateral Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveDocuments.

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

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

Successor Agent. (a) The Agent may resign at any time by giving ten (10) days' prior written as the Agent upon 30 days notice to the Borrower and the Lenders. Upon any such notice of resignationIf the Agent resigns under this Credit Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to agent for the Agent (provided that Lenders which successor agent shall be approved by the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrower, appoint a successor Agent agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article Section 10 and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken taken, by it while it was Agentthe Agent under this Credit Agreement. If no successor to the Agent agent has accepted appointment as the Agent by the thirtieth (30th) day date which is 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent with the Borrower’s approval, as provided for hereinaboveabove; provided that the Borrower’s approval shall not be required after and during the continuance of an Event of Default.

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

Successor Agent. The Agent may resign at any time by giving ten upon sixty (1060) days' prior written notice to the Borrower and the Lenders. Upon Agent may be removed upon Agent's insolvency, liquidation or the appointment of a receiver for Agent, by action of the Required Lenders, at any such time upon sixty (60) days' prior written notice to Borrower and Agent. Such resignation or removal, as the case may be, shall take effect upon the appointment of resignation, the a successor Agent as provided herein. The Required Lenders will, with the prior written consent of the Borrower Borrower's approval (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-sixty (60) day period, (i) if no Unmatured Default or Unmatured Default then the retiring Agent mayexists, on behalf of the Lenders and after consulting with the Lenders and the Borrower, Borrower may appoint a successor Agent from among the Lenders, and (ii) otherwise, Agent may appoint, after consulting with the Lenders and Borrower, a successor agent from among the Lenders, which Agent, however selected, shall serve as Agent until such time, if any, as the Required Lenders and Borrower shall have appointed a successor Agent as provided hereinabove. Upon the written acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving ten written notice thereof to the Lenders and the Borrowers. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (10other than the Lender then acting as Agent) upon 30-days' ’ prior written notice to the Borrower and the LendersAgent. Upon any such notice of resignationresignation or removal, the Required Requisite Lenders will(other than the Lender then acting as Agent, with in the prior written consent case of the Borrower (which consent removal of the Agent under the immediately preceding sentence) shall not be unreasonably withheld), have the right to appoint from among the Lenders a successor to the Agent (which appointment shall, provided that the Borrower's consent shall not be required in the event a no Default or Event of Default exists, be subject to the Borrowers’ approval, which approval shall not be unreasonably withheld or delayed (except that the Borrowers shall, in all events, be deemed to have occurred approved each Lender and be continuingits affiliates as a successor Agent). If no successor to the Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such ten-day period30 days after the resigning Agent’s giving of notice of resignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000.00. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. Such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other Credit Documentsarrangements satisfactory to the current Agent, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveLoan Documents.

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

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

Successor Agent. The Agent may resign at any time by giving ten may, upon thirty (1030) days' prior written ’ notice to the Borrower Seller and the LendersPurchasers, and the Agent will, upon the direction of all of the Purchasers (other than the Agent, in its individual capacity) resign as Agent. Upon any such Each Managing Agent may, upon thirty (30) days’ notice of resignationto Seller and the, the Required Lenders Agent and the Purchasers in its Purchase Group, and each Managing Agent will, with upon the prior written consent direction of all of the Borrower Purchasers in its Purchase Group (which consent shall not be unreasonably withheldother than the Managing Agent, in its individual capacity), resign as a Managing Agent. If the Agent shall resign, then the Required Financial Institutions during such thirty-day period shall appoint from among the Lenders Purchasers a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If a Managing Agent shall resign, then the Required Financial Institutions in its Purchase Group shall appoint a successor managing agent during such thirty-day period. If for any reason no successor to the Agent shall have been so or Managing Agent is appointed by the Required Lenders and shall have accepted Financial Institutions during such appointment within such tenthirty-day period, then effective upon the retiring Agent maytermination of such thirty day period, on behalf the Purchasers shall perform all of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Agent or a Managing Agent of its related Purchase Group hereunder and under the other Transaction Documents and Seller and the Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Managing Agent’s or any Agent’s resignation hereunder as Managing Agent or Agent, and the retiring Managing Agent or Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, Transaction Documents and the provisions of this Article XI and Article X shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Managing Agent has accepted appointment as or Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder under this Agreement and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveTransaction Documents.

Successor Agent. The Each Agent may resign as such at any time by giving ten (10) upon at least 30 days' ’ prior written notice to the Borrower Lenders, the Issuing Bank and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right, with subject, so long as no Event of Default has occurred and is continuing, to the prior written consent of the Borrower (which such consent shall not to be unreasonably withheld, delayed or conditioned), to appoint a successor Agent from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Lenders. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuing Bank, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided that if such retiring Agent from among is unable to find a commercial banking institution which is willing to accept such appointment and which meets the Lendersqualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders subject, so long as no Event of Default has occurred and is continuing, to the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) appoint a successor Agent. Upon the acceptance of any its appointment as an Agent by hereunder as a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder hereunder. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and under the other Credit Documentssuch successor. After any retiring an Agent's ’s resignation as Agenthereunder, the provisions of this Article VIII and Section 9.02 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

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

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

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

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

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

Successor Agent. The Subject to the appointment and acceptance of a successor the Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving ten (10) days' prior written notice to notifying the Borrower Lenders, the Issuing Bank and the LendersCompany. Upon any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Company, to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)successor. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuing Bank, appoint a successor Administrative Agent from among which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If the Person serving as Administrative Agent 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 Company and such Person remove such Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and under the other Credit Documentssuch successor. After any retiring the Administrative Agent's ’s resignation as Agentor removal hereunder, the provisions of this Article and Section 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

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

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

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

Successor Agent. The Agent may resign at any time by giving ten give notice of its resignation to Lenders and Borrower, which resignation shall not be effective until the time at which (10a) days' the majority of the Lenders have delivered to Agent their written consent to such resignation and (b) prior written notice to the occurrence of an Event of Default, Borrower and the Lendershas delivered to Agent its written consent to such resignation, which consent shall not be unreasonably withheld or delayed. Upon receipt of any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (Borrower, to appoint a successor, which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required financial institution with an office in the event a Default State of California, or Event an Affiliate of Default shall have occurred and be continuing)any such bank with an office in the State of California. If no such successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent has received the written consent of the majority of the Lenders to such ten-day periodresignation, then the retiring Agent may, may on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among meeting the Lenders. Upon the acceptance of qualifications set forth above; provided that in no event shall any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to be a Defaulting Lender and become vested with all the rights, powers, privileges and duties of provided further that if the retiring AgentAgent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation Agent shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents continue to hold such collateral security until such timetime as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) all payments, if anycommunications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for hereinabove.above in this

Successor Agent. The Agent may not be removed, but may resign at any time as Agent by giving ten not less than thirty (1030) days' ’ prior written notice to the Borrower Banks and the Lenderseach Borrower. Upon any such notice of resignationIf Agent shall resign under this Agreement, then either (i) the Required Lenders willBanks shall appoint from among the Banks a successor agent for the Banks, with subject to the prior written consent of the each Borrower (which provided that such consent not to be unreasonably withheld or if a Potential Default or an Event of Default then exists, such consent shall not be unreasonably withheldrequired), appoint from among the Lenders or (ii) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Banks of its resignation, then Agent shall appoint, with the consent of each Borrower (provided that the Borrower's such consent not to be unreasonably withheld or if a Potential Default or an Event of Default then exists, such consent shall not be required in required), a successor agent who shall serve as Agent until such time as the event Required Banks, appoint, and each Borrower consents to the appointment of (provided that such consent not to be unreasonably withheld or if a Potential Default or an Event of Default then exists, such consent shall have occurred and not be continuingrequired). If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lendersagent. Upon the acceptance of any its appointment as Agent by a successor Agentpursuant to either clause (i) or (ii) above, such successor Agent agent shall thereupon automatically succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, and the retiring term “Agent” shall mean such successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the other Credit Documentspart of such former Agent or any of the parties to this Agreement. After the resignation of any retiring Agent's resignation as AgentAgent hereunder, the provisions of this Article Section 9 shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was Agent. If no successor to the an Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovethis Agreement.

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Borrower Lenders, the Funding Agents, each Qualifying Hedge Counterparty, the Custodian, the Back-Up Servicer and the Borrower, and the Agent may be removed at any time for cause by written notice received by the Agent from all of the Lenders. Upon any such notice of resignationresignation or [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. removal, the Required Lenders willshall have the right to appoint, with the prior written consent on behalf of the Borrower (which consent shall not be unreasonably withheld)and the Lenders, appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after the exiting Agent’s giving notice of resignation or receipt of notice of removal, then the retiring exiting Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders Borrower and the BorrowerLenders, a successor Agent (but only if such successor is reasonably acceptable to each Lender) or petition a court of competent jurisdiction to appoint a successor Agent from among the LendersAgent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring exiting Agent, and the retiring exiting Agent shall be discharged from its duties and obligations hereunder and under the other Credit Transaction Documents. After any retiring exiting Agent's ’s resignation hereunder as Agent, the provisions of this Article VII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment acting as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinaboveTransaction Documents.

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

Successor Agent. The Subject to the appointment and acceptance of a successor agent as provided in this Section 11.17, the Agent may resign at any time by giving ten (10) days' prior written notice thereof to each of the Borrower Lenders and the Borrower, and the Agent may be removed at any time for cause by the Lenders other than the Agent in its capacity as a Lender (the “Remaining Lenders”) provided that Remaining Lenders holding Commitments of eighty percent (80%) or more of the Commitments of all the Remaining Lenders consent to such removal. Upon any such notice of resignationresignation or removal, the Required Remaining Lenders will, shall have the right to appoint a successor agent with the prior written consent approval of the Borrower (which consent shall such approval not to be unreasonably withheld). Any successor agent appointed under this Section 11.17 shall be a Lender which has offices in Calgary, appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred Alberta and be continuing)Toronto, Ontario. If no successor to the Agent agent shall have been so appointed by the Required Remaining Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after the retiring agent’s giving of notice of resignation or the Remaining Lenders’ removal of the retiring agent, then the retiring Agent agent may, on behalf of the Lenders and after consulting with the Lenders and written approval of the BorrowerBorrower (such approval not to be unreasonably withheld), appoint a successor Agent from among the Lendersagent. Upon the acceptance of any appointment as Agent by a successor Agent, agent such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring agent as Agent, and the retiring Agent agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement as Agent. After any retiring Agent's agent’s resignation or removal hereunder as the Agent, the provisions of this Article Agreement shall inure to continue in effect for its benefit as to and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by it the retiring agent while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, acting as the Required Lenders appoint a successor Agent as provided for hereinaboveAgent.

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

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

Successor Agent. The Agent may resign as such at any time by giving ten upon at least thirty (1030) days' days prior written notice to Company and all Banks. If Agent at any time shall resign or if the Borrower and the Lenders. Upon office of Agent shall become vacant for any such notice of resignationother reason, the Required Lenders willMajority Banks shall, with the prior by written consent of the Borrower (which consent shall not be unreasonably withheld)instrument, appoint from among the Lenders a successor agent(s) satisfactory to the Agent (provided that the Borrower's consent shall not be required in the event a such Majority Banks, and, so long as no Default or Event of Default shall have has occurred and is continuing, to Company; provided, that Company shall be continuing). If no successor entitled to deal with the Agent until receiving notice of appointment of a successor agent. Such successor agent shall have been so appointed by thereupon become the Required Lenders Agent hereunder, as applicable, and shall have accepted be entitled to receive from the prior Agent such appointment within documents of transfer and assignment as such ten-day period, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lendersmay reasonably request. Upon the acceptance of any appointment as Agent by a successor Agent, Any such successor Agent shall thereupon succeed be a commercial bank organized under the laws of the United States or any state thereof and shall have a combined capital and surplus of at least $500,000,000. If a successor is not so appointed or does not accept such appointment before the resigning Agent's resignation becomes effective, the resigning Agent may appoint a temporary successor which is one of the Banks to act until such appointment by the Majority Banks is made and become vested with accepted or if no such temporary successor is appointed as provided above by the resigning Agent, the Majority Banks shall thereafter perform all of the rights, powers, privileges and duties of the retiring Agent, resigning Agent hereunder until such appointment by the Majority Banks is made and the retiring accepted. Such successor Agent shall be discharged from its duties succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such successor Agent all moneys at the time held by the resigning Agent hereunder and under the other Credit Documentsafter deducting therefrom its expenses for which it is entitled to be reimbursed. After Upon such succession of any retiring Agent's resignation as such successor Agent, the provisions of this Article 13 shall inure to its continue in effect for the benefit as to of the resigning Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

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

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

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

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

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

Successor Agent. The Agent may resign at any time by giving ten may, upon thirty (1030) days' prior written ’ notice to the Borrower Seller and the LendersPurchasers, and the Agent will, upon the direction of all of the Purchasers (other than the Agent, in its individual capacity) resign as Agent. Upon any such Each Managing Agent may, upon thirty (30) days’ notice of resignationto Seller and the, the Required Lenders Agent and the Purchasers in its Purchase Group, and each Managing Agent will, with upon the prior written consent direction of all of the Borrower Purchasers in its Purchase Group (which consent shall not be unreasonably withheldother than the Managing Agent, in its individual capacity), resign as a Managing Agent. If the Agent shall resign, then the Required Financial Institutions during such thirty-day period shall appoint from among the Lenders Purchasers a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If a Managing Agent shall resign, then the Required Financial Institutions in its Purchase Group shall appoint a successor managing agent during such thirty-day period. If for any reason no successor to the Agent shall have been so or Managing Agent is appointed by the Required Lenders and shall have accepted Financial Institutions during such appointment within such tenthirty-day period, then effective upon the retiring Agent maytermination of such thirty day period, on behalf the Purchasers shall perform all of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Agent or a Managing Agent of its related Purchase Group hereunder and under the other Transaction Documents and Seller and the Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Managing Agent’s or any Agent’s resignation hereunder as Managing Agent or Agent, and the retiring Managing Agent or Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Agent's resignation as Agent, Transaction Documents and the provisions of this Article XI and Article X shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Managing Agent has accepted appointment as or Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder under this Agreement and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.Transaction Documents. ARTICLE XII

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

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

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

Successor Agent. The Agent may resign at any time by giving ten (10) days' prior written delivering notice of such resignation to the Borrower Lenders and Borrowers, effective on the Lendersdate set forth in such notice. Upon If Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Agent. If, after 30 days after the date of the retiring Agent’s notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Agent shall have has been so appointed by the Required Lenders and shall have that has accepted such appointment within such ten-day periodappointment, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent from among the Lenders, provided that, if Agent shall notify Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. Upon Effective immediately upon its resignation, (a) the acceptance retiring Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of any appointment as the duties of Agent by until a successor Agent, such successor Agent shall thereupon have accepted a valid appointment hereunder and all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph, (c) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents, and (d) subject to its rights under Section 14.2(b), the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

Successor Agent. The Administrative Agent may resign at any time upon 30 days’ notice by giving ten (10) days' prior written notice to notifying the Borrower Lenders and the LendersCompany. Upon any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Company, to appoint a successor from among the Lenders that is a successor to the Agent (provided that the Borrower's consent shall not be required bank with an office in the event a Default New York, New York, or Event an Affiliate of Default shall have occurred and be continuing)any such bank. If no successor to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the Lenderswhich shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, . Whether or not a successor has been appointed such resignation shall become effective in accordance with the notice given by the Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder hereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and under the other Credit Documentssuch successor. After any retiring the Administrative Agent's ’s resignation as Agenthereunder, the provisions of this Article and Section 10.6 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabove.

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

Successor Agent. The Agent may resign at any time by giving ten (10) 10 days' ’ prior written notice thereof to the Borrower Lenders and the LendersBorrowers. The Agent may be removed by the Required Lenders at any time by giving 10 days’ prior written notice thereof to the Agent, the other Lenders and the Borrowers. Upon any such notice of resignationresignation or removal, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment appointment, within 30 days after such ten-day periodnotice of resignation or removal, then the retiring Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Agent. Each successor Agent from among shall be a commercial bank or trust company organized or licensed under the Lenderslaws of the United States of America or any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent, and the retiring such Agent shall be discharged from its duties under this Agreement and obligations hereunder and under the other Credit Loan Documents. After any retiring Agent's resignation as Agent, but the provisions of this Article Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effectivebe given to each Lender, and the Lenders shall thereafter perform all of the duties of payments to be made to the Agent hereunder and under shall be made directly to the other Credit Documents until Borrowers or Lender for whose account such time, if any, as the Required Lenders appoint a successor Agent as provided for hereinabovepayment is made.

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

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

Successor Agent. The Subject to the appointment and acceptance of a successor agent as provided in this Section 11.17, the Agent may resign at any time by giving ten (10) days' prior written notice thereof to each of the Borrower Lenders and the Borrower, and the Agent may be removed at any time for cause by the Lenders other than the Agent in its capacity as a Lender (the "Remaining Lenders") provided that Remaining Lenders holding Commitments of eighty percent (80%) or more of the Commitments of all the Remaining Lenders consent to such removal. Upon any such notice of resignationresignation or removal, the Required Remaining Lenders will, shall have the right to appoint a successor agent with the prior written consent approval of the Borrower (which consent shall such approval not to be unreasonably withheld). Any successor agent appointed under this Section 11.17 shall be a Lender which has offices in Calgary, appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred Alberta and be continuing)Toronto, Ontario. If no successor to the Agent agent shall have been so appointed by the Required Remaining Lenders and shall have accepted such appointment within such ten-day periodthirty (30) days after the retiring agent's giving of notice of resignation or the Remaining Lenders' removal of the retiring agent, then the retiring Agent agent may, on behalf of the Lenders and after consulting with the Lenders and written approval of the BorrowerBorrower (such approval not to be unreasonably withheld), appoint a successor Agent from among the Lendersagent. Upon the acceptance of any appointment as Agent by a successor Agent, agent such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring agent as Agent, and the retiring Agent agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement as Agent. After any retiring Agentagent's resignation or removal hereunder as the Agent, the provisions of this Article Agreement shall inure to continue in effect for its benefit as to and for the benefit of the Lenders in respect of any actions taken or omitted to be taken by it the retiring agent while it was Agent. If no successor to the Agent has accepted appointment as Agent by the thirtieth (30th) day following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, acting as the Required Lenders appoint a successor Agent as provided for hereinaboveAgent.

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

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

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

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

Successor Agent. The Agent may resign at any time by giving ten (10) as Agent, upon 30 days' prior written ’ notice to Lenders; provided if, following payment in full of all Liabilities owing to Lenders holding Loans the Borrower and Agent elects to resign or resigns at the Lenderselection of the holders of Loans such 30 day notice period shall not apply. Upon any such notice of resignationIf Agent resigns under this Loan Agreement, the Required Lenders willshall, with (so long as no Event of Default exists) the prior written consent of the Borrower (which consent shall not be unreasonably withheldwithheld or delayed), appoint from among the Lenders a successor to the Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)agent for Lenders. If no successor agent is appointed prior to the Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Agent may, on behalf effective date of the Lenders and resignation of Agent, Agent may appoint, after consulting with the Lenders Lender and the Borrower, appoint a successor Agent agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Agent's ’s resignation as Agenthereunder, the provisions of this Article Section 12 and Sections 13.12 and 13.28 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was AgentAgent under this Loan Agreement. If no successor to the Agent agent has accepted appointment as Agent by the thirtieth (30th) day date which is 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for hereinaboveabove. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

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

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

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

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