Common use of Successor Agent Clause in Contracts

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Company, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no such successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Borrowers and the Lenders, a successor Administrative Agent and (y) to the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no such successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring such resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring such resigning Agent maymay appoint, on behalf of the Lenders Company and the Issuing Bank (or in the case of the FILO AgentLenders, the FILO Term Loan Lenders), appoint a successor Agent (which in for itself. If the case Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Company shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $500,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article XI shall continue in effect for the benefit of the Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written give notice thereof of its resignation to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether Company and may be removed at any time with or not a successor Agent has been appointedwithout cause by the Majority Lenders. Upon any such resignationresignation or removal, (x) the Required Majority Lenders shall have the right, with the consent of the Company (if no Event of Default has occurred and is continuing, such consent not to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the rightbe unreasonably withheld or delayed), to appoint a successor FILO Agentsuccessor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor Agent shall have been so appointed by the Required Majority Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignationits resignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent maymay on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO AgentLenders, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent by a successor Agent, such the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Company and the Lenders that no qualifying Person has accepted appointment as successor Agent shall succeed to and become vested withthe effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, ’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under this Agreement and the other Loan DocumentsDocuments and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this paragraph. Prior Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to any and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Agent’s resignation hereunder as and under the other Loan Documents, the provisions of this Article and Section 8.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent shall take such action was acting as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan DocumentsAgent.

Successor Agent. (a) The Any Applicable Agent may resign at any time by giving as such Applicable Agent upon 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Company. If an Applicable Agent shall resign as such Applicable Agent under this Agreement and the other Loan Documents, whether or not a successor Agent has been appointed. Upon any such resignation, (x) then the Required Lenders shall have appoint from among the right, to appoint Lenders a successor Administrative Agent and agent for the Lenders, which successor agent shall (yunless an Event of Default under Section 8(a) or Section 8(f) with respect to the Required FIL Lenders Company shall have occurred and be continuing) be subject to approval by the rightCompany (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to appoint a the rights, powers and duties of such Applicable Agent, and the term “Administrative Agent”, “Lead Sustainability Structuring Agent” or “Co-Sustainability Structuring Agent”, as the case may be, shall mean such successor FILO agent effective upon such appointment and approval, and the former Applicable Agent’s rights, powers and duties as Applicable Agent shall be terminated, without any other or further act or deed on the part of such former Applicable Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Applicable Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within date that is 30 days after the following a retiring Applicable Agent’s giving of notice of resignation, then the retiring Applicable Agent may, on behalf of the Lenders and with the Issuing Bank (or in the case consent of the FILO AgentCompany (such consent not to be unreasonably withheld and, which consent, shall not be required if an Event of Default under Section 8(a) or Section 8(f) with respect to the FILO Term Loan LendersCompany shall have occurred and be continuing), appoint a successor Agent (which Applicable Agent, which, in the case of the Administrative Agent Agent, shall be a commercial bank with an office in New York, New York organized or an Affiliate licensed under the laws of the United States of America or of any such bank). In either case, such appointment shall be subject to the prior written approval State thereof and having a combined capital and surplus of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $500,000,000. Upon the acceptance of any appointment as Applicable Agent hereunder by a successor Applicable Agent, such successor Applicable Agent shall thereupon succeed 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 Applicable Agent, and the retiring Applicable Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Applicable Agent’s resignation as an Applicable Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Applicable Agent under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving as Agent upon 30 days’ days (ten days if an Event of Default has occurred and is continuing) prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative Lenders (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any unless such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed notice is waived by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted Borrowers (unless such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (is waived by Borrowers or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent shall be a bank with an office in New York, New York Default or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, 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 replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent and the term “Agent. Upon the acceptance of appointment as ” shall mean such successor Agent by a successor Agent, and the retiring Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring provisions of this Section 13.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 days after the resigning Agent gives notice of its intention to resign. Upon any such resignation, (x) resignation the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. If the case Agent has resigned and no successor Agent has been appointed, the Lenders may perform all the duties of the FILO Agent, Agent hereunder and the FILO Term Loan Lenders), appoint a successor Agent (which Borrower shall make all payments in the case respect of the Administrative Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be a bank with an office in New Yorkdeemed to be appointed hereunder until such successor Agent has accepted the appointment and, New York if no Default or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Unmatured Default has occurred and is continuing), the Borrower has consented to such appointment. Any 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, with all the rights, powers, privileges and duties of the retiring resigning Agent, shall be obligated to issue substitute letters of credit for the outstanding Letters of Credit issued by the resigning Agent or otherwise to provide credit assurance satisfactory to the resigning Agent with respect to such outstanding Letters of Credit. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation of the Agent, the retiring resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Agent, the provisions of this Agreement Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Each Agent may resign at any time by giving 30 days’ prior written notice thereof to notifying the Lenders, the Issuing Bank Banks and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedBorrowers. Upon any such resignation, (x) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders Administrative Agent shall have the right, right to appoint a successor FILO Collateral Agent, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed); provided that the Parent Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO LendersAdministrative Agent, as applicable) , and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)Banks, appoint (i) a successor Agent (which in the case of the Administrative Agent which shall be a bank with an office in New York, New York York, or an Affiliate of any such bank). In either , or (ii) or a successor Collateral Agent on terms to be agreed, in each case, such appointment shall be subject to the prior written approval consent of the Parent Borrower Representative (which approval may consent shall not be unreasonably withheld and withheld); provided that the Parent Borrower’s consent shall not be required while a Specified if an Event of Default has occurred and is continuing). Upon Notwithstanding the acceptance foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any appointment Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case, until such time as Agent by a successor AgentAdministrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any farther action under any Security Document, including any action required to maintain the perfection of any such successor Agent security interest), and (b) the Required Lenders shall succeed to and become vested withwith all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. Upon , and the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be discharged from its duties and obligations hereunder (other than with respect to its obligations under this Agreement Section 10.12). The fees payable by any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and the other Loan Documentssuch successor. Prior to After any retiring Agent’s resignation hereunder hereunder, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, (x) the Required Lenders shall have the right, with the consent of the Borrower (which consent shall not be unreasonably withheld and which consent shall not be required if a Default has occurred and is continuing), to appoint appoint, on behalf of the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders and Lenders, a successor Agent. Notwithstanding the Issuing Bank (or in previous sentence, the case Agent may at any time without the consent of the FILO AgentBorrower or any Lender, appoint any of its Affiliates which is a financial institution as a successor Agent hereunder. If the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the FILO Term Loan LendersRequired Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Agent and, with the consent of the Borrower (which consent shall not be unreasonably withheld and which consent shall not be required if a Default has occurred and is continuing), appoint a successor Agent (which in the case of the Administrative Agent shall be a bank with an office in New York, New York York, or an Affiliate of any such bank). In either case, If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be subject deemed to be appointed hereunder until such successor Agent has accepted the prior written approval appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents and may, at the Borrower’s option, be replaced as a Lender pursuant to Section 2.21. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign may, and at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case request of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall, resign as Agent upon 30 days' notice to the Lenders and Borrower. If the Agent resigns under this Agreement, the Required Lenders, with the consent of the Borrower, which consent shall have not be unreasonably withheld, shall appoint from among the right, to appoint Lenders a successor Administrative Agent and (y) agent for the Required FIL Lenders which successor agent shall have be approved by the right, to appoint a successor FILO AgentBorrower. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent with the consent of the Borrower, which consent shall have been so appointed by the Required Lenders (or the Required FILO Lendersnot be unreasonably withheld, as applicable) and shall have accepted such appointment within 30 days may appoint, after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of consulting with the Lenders and the Issuing Bank (or in the case of the FILO AgentBorrower, the FILO Term Loan Lenders), appoint a successor Agent (which in agent from among the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent. Upon the acceptance of appointment as Agent by a " shall mean such successor Agent, agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this 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 Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The retiring Agent shall take refund to Borrower that portion of any agency fee paid to such action Agent as may be reasonably necessary is not earned due to assign such Agent's resignation, prorated to the successor Agent its rights as Agent under the Loan Documentsdate of such Agent's resignation.

Successor Agent. (a) The Agent may resign as such at any time by giving 30 days’ upon at least thirty (30) days prior written notice thereof to the Lenders, the Issuing Bank Seller and the Borrower Representative (or in the case each of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO AgentBuyers. If no successor Agent at any time shall resign or if the office of Agent shall have been so appointed become vacant for any other reason, Required Buyers shall, by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)written instrument, appoint a successor Agent agent(s) (which in the case of the Administrative Agent shall be a bank with an office in New York“Successor Agent”) satisfactory to such Required Buyers and, New York so long as no Default or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing, approved by the Seller (which approval shall not be unreasonably withheld or delayed). Upon Such Successor Agent shall thereupon become the acceptance Agent hereunder, as applicable, and Agent shall deliver or cause to be delivered to any successor agent such documents of any transfer and assignment as such Successor Agent may reasonably request. If a Successor Agent 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 to act until such appointment by the Required Buyers and, if applicable, the Seller, is made and accepted, or if no such temporary successor is appointed as Agent provided above by a successor the resigning Agent, the Required Buyers shall thereafter perform all of the duties of the resigning Agent hereunder until such successor appointment by the Required Buyers and, if applicable, the Seller, is made and accepted. Such Successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agentrights 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 after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon the acceptance such succession of appointment as Agent by a successor any such Successor Agent, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement obligations, in its capacity as Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the other Loan Documents. Prior provisions of this Article 12 shall continue in effect for the benefit of the resigning Agent in respect of any actions taken or omitted to any retiring Agent’s resignation hereunder be taken by it while it was acting as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving as Agent upon 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon Borrower; provided that any such resignationresignation by Bank of America shall also constitute its resignation as Agent in its capacity of issuer of Letters of Credit. If Agent resigns under this Agreement, (x) the Required Lenders shall have the right, to appoint from among Lenders a successor Administrative Agent and for Lenders, which successor Agent shall be consented to by Borrower at all times other than during the existence of a Default (y) the Required FIL Lenders which consent of Borrower shall have the right, to appoint a successor FILO Agentnot be unreasonably withheld or delayed). If no successor Agent shall have been so is appointed by prior to the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and the Issuing Bank (or in the case of the FILO AgentBorrower, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)from among Lenders. Upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, the Person acting as such successor Agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent (including those in its capacity as issuer of Letters of Credit) and the term “Agent. Upon ” shall mean such successor Agent in all such capacities and the acceptance of appointment retiring Agent’s appointment, powers and duties as Agent by a shall be terminated, without any other or further act or deed on the part of such retiring Agent or any other Lender, other than the obligation of the successor AgentAgent to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Agent shall be discharged from its duties and to effectively assume the obligations under this Agreement and of the other Loan Documentsretiring Agent with respect to such Letters of Credit. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring 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 Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 not less than thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedBorrower. Upon any such resignation, the Requisite Lenders (xin consultation with Borrower) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Requisite Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty (30) days after the retiring resigning Agent’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank, financial institution or trust company. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder, in New York, New York or an Affiliate of any such bank). In either each case, until such appointment time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the prior written approval of the Borrower Representative (which Borrower, such approval may not to be unreasonably withheld and or delayed; provided that such approval shall not be required while a Specified if an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. Prior to After any retiring resigning Agent’s resignation hereunder as Agenthereunder, the retiring Agent provisions of this Section 10 shall take such action inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights taken by it while it was acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. (a) The Agent or any Co-Collateral Agent may resign at any time by giving as Agent or Co-Collateral Agent, as applicable, upon 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (Borrowers. If the Agent or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative any Co-Collateral Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon the acceptance of any appointment resign as Agent by a successor Agent, such successor or Co-Collateral Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. Prior to If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the retiring 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 shall take such action as may be reasonably necessary to assign to the successor Agent its rights as or Co-Collateral Agent under this Agreement and the other Loan Documents.

Successor Agent. (a) The Agent may resign as such at any time by giving 30 days’ upon at least thirty (30) days prior written notice thereof to the Lenders, the Issuing Bank Borrowers and the Borrower Representative (or in the case each of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO AgentLenders. If no successor the Agent at any time shall resign or if the office of the Agent shall have been so appointed become vacant for any other reason, Majority Lenders shall, by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)written instrument, appoint a successor Agent agent(s) (which in the case of the Administrative Agent shall be a bank with an office in New York“Successor Agent”) satisfactory to such Majority Lenders and, New York so long as no Default or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed). Upon Such Successor Agent shall thereupon become the acceptance Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agent such documents of any transfer and assignment as such Successor Agent may reasonably request. If a Successor Agent 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 to act until such appointment by the Majority Lenders and, if applicable, the Borrowers, is made and accepted, or if no such temporary successor is appointed as Agent provided above by a successor the resigning Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning Agent hereunder until such successor appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agentrights 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 after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon the acceptance such succession of appointment as Agent by a successor any such Successor Agent, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the other Loan Documents. Prior provisions of this Article XII shall continue in effect for the benefit of the resigning Agent in respect of any actions taken or omitted to any retiring be taken by it while it was acting as the Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrower. In the event of a material breach of its duties hereunder, the Issuing Bank Agent may be removed as Agent under the Loan Documents at any time by all of the Lenders (other than the Lender then acting as Agent) and the Borrower Representative upon 30-day's prior notice. Upon any such resignation or removal, the Requisite Lenders (or which, in the case of the FILO removal of the Agent as provided in the immediately preceding sentence, shall be determined without regard to the Commitment of the Lender then acting as Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) which appointment shall, provided no Default or Event of Default exists, be subject to the Required FIL Lenders Borrower's approval, which approval shall have the right, to appoint a successor FILO Agentnot be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 days after the retiring current Agent’s 's giving of notice of resignationresignation or the Lender's removal of the current Agent, then the retiring current Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval of the Borrower Representative (which approval may not serve, and otherwise shall be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)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, with all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor current Agent, and the retiring current Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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. After any Agent'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 under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior notice.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank L/C Issuer and the Borrower Representative (or in Borrowers, such resignation to be effective upon the case appointment of the FILO Agenta successor Agent or, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a if no successor Agent has been appointed, 45 days after the resigning Agent gives notice of its intention to resign. The Agent shall so resign if at any time it ceases to be a Lender. Upon any such resignation, (x) resignation the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders, a successor Agent. If the Agent has resigned and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender (except for payments required to be made directly to the L/C Issuer) and for all other purposes shall deal directly with the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a L/C Issuer. No successor Agent (which in shall be deemed to be appointed hereunder until such successor Agent has accepted the case of the Administrative appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)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, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation of the Agent, the retiring resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Agent, the provisions of this Agreement ARTICLE XI shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time as --------------- Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether and the Agent may be removed at any time with or not a successor Agent has been appointedwithout cause by written action of all Lenders (other than the Agent) delivered to the Agent. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Agent’s giving of 's notice of resignationresignation or the removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)other Lender Parties, appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New Yorkfinancial institution having a combined capital and surplus of at least $100,000,000, New York or an Affiliate a branch or agency of any such bank). In either casea financial institution, such appointment shall be subject organized or licensed to do business under the prior written approval laws of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event United States of Default has occurred and is continuing)America or any State thereof. Upon the acceptance of any appointment as the Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged of its duties and obligations under the Loan Documents. In making such appointment the Agent shall consult with the Borrower; provided, however, that the Agent shall not be required to obtain any -------- ------- consent by the Borrower with respect to such successor Agent. Upon the acceptance of any appointment as the Agent by a successor Agent, the retiring such successor Agent shall be discharged from give notice to the Borrower of its duties appointment as Agent. Upon any retiring Agent's resignation or removal, the provisions of this Article VIII (as well as other expense reimbursement, indemnification and obligations under this Agreement and exculpatory provisions in the other Loan Documents. Prior ) shall continue in effect for its benefit as to any retiring actions taken or omitted by it while it was Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders which successor Agent shall, unless a Default shall have the rightoccurred and be continuing, be acceptable to appoint a successor FILO AgentBorrower (such consent not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. Notwithstanding the case previous sentence, the Agent may at any time without the consent of the FILO Agent, the FILO Term Loan Lenders)Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent (which in hereunder. If the case Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.hereunder

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the rightright (with, so long as no Default or Unmatured Default exists, the consent of the Borrower, which shall not be unreasonably withheld or delayed) to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. Notwithstanding the case previous sentence, the Agent may at any time without the consent of any Lender but with the consent of the FILO AgentBorrower, the FILO Term Loan Lenders)not to be unreasonably withheld or delayed, appoint any of its Affiliates which is a commercial bank as a successor Agent (which in hereunder. If the case Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, In the retiring Agent shall take such action as may be reasonably necessary to assign event that there is a successor to the successor Agent (by merger, resignation or removal), or the Agent assigns its rights duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as Agent under used in this Agreement shall mean the Loan Documents.prime rate, base rate or other analogous rate of the new Agent. 10.13

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, (x) the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Lenders, a successor Administrative Agent and (y) Agent, which successor Agent, so long as no Default is continuing, shall be reasonably acceptable to the Required FIL Lenders shall have the right, to appoint a successor FILO AgentBorrower. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty (30) days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent, which successor Agent, so long as no Default is continuing, shall be reasonably acceptable to the case Borrower. If the Agent has resigned and no successor Agent has been appointed, the Lenders may perform all the duties of the FILO Agent, Agent hereunder and the FILO Term Loan Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders), appoint a . No successor Agent (which in shall be deemed to be appointed hereunder until such successor Agent has accepted the case of the Administrative appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $50,000,000 and with an office a Lending Installation in New York, New York or an Affiliate the United States of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)America. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation of the Agent, the retiring resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Agent, the provisions of this Agreement ARTICLE X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior --------------- written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, (x) the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Lenders, a successor Administrative Agent and (y) Agent, which successor Agent, so long as no Default is continuing, shall be reasonably acceptable to the Required FIL Lenders shall have the right, to appoint a successor FILO AgentBorrower. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent, which successor Agent, so long as no Default is continuing, shall be reasonably acceptable to the case Borrower. If the Agent has resigned and no successor Agent has been appointed, the Lenders may perform all the duties of the FILO Agent, Agent hereunder and the FILO Term Loan Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders), appoint a . No successor Agent (which in shall be deemed to be appointed hereunder until such successor Agent has accepted the case of the Administrative appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $50,000,000 and with an office a Lending Installation in New York, New York or an Affiliate the United States of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)America. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation of the Agent, the retiring resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Agent, the provisions of this Agreement Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written give notice thereof of its resignation to the Lenders, the Issuing Bank Lender and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedCompany. Upon receipt of any such notice of resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) with the Required FIL Lenders shall have approval of the rightCompany, to appoint a successor FILO Agentsuccessor, or an Affiliate of any such bank. If no such successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)Lender, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (which in a) the case of the Administrative retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a bank with an office successor Agent as provided for above in New York, New York or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)this paragraph. Upon the acceptance of any a successor’s appointment as Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, with all of the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this paragraph). Prior The fees payable by the Company to any a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Agent’s resignation hereunder as and under the other Loan Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by Xxxxx Fargo, as Agent pursuant to this Section shall take also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such action as may successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be reasonably necessary to assign discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the successor Agent its rights as Agent under retiring Issuing Lender to effectively assume the Loan Documentsobligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Agent. (a) The Agent may resign at any time by giving as Agent upon 30 days’ prior ' written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon Borrower; provided that any such resignationresignation by Bank of America shall also constitute its resignation as Agent in its capacity of issuer of Letters of Credit. If Agent resigns under this Agreement, (x) the Required Lenders shall have the right, to appoint from among Lenders a successor Administrative Agent and for Lenders, which successor Agent shall be consented to by Borrower at all times other than during the existence of a Default (y) the Required FIL Lenders which consent of Borrower shall have the right, to appoint a successor FILO Agentnot be unreasonably withheld or delayed). If no successor Agent shall have been so is appointed by prior to the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and the Issuing Bank (or in the case of the FILO AgentBorrower, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)from among Lenders. Upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, the Person acting as such successor Agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent (including those in its capacity as issuer of Letters of Credit) and the term "Agent. Upon " shall mean such successor Agent in all such capacities and the acceptance of appointment retiring Agent's appointment, powers and duties as Agent by a shall be terminated, without any other or further act or deed on the part of such retiring Agent or any other Lender, other than the obligation of the successor AgentAgent to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Agent shall be discharged from its duties and to effectively assume the obligations under this Agreement and of the other Loan Documentsretiring Agent with respect to such Letters of Credit. Prior to After any retiring Agent’s 's resignation hereunder as Agent, the retiring 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 Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 not less than thirty (30) days’ ' prior written notice thereof to the Lenders, the Issuing Bank Parent and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedBorrower. Upon any such resignation, (x) the Required Requisite Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Requisite Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring resigning Agent’s 's giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank with an office in New York, New York or an Affiliate financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such bank). In either casenotice of resignation was given by the resigning Agent, such appointment resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the prior written approval of the Borrower Representative (which Parent and Borrower, such approval may not to be unreasonably withheld and or delayed; PROVIDED that such approval shall not be required while if a Specified Default or an Event of Default has shall have occurred and is be continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent's resignation, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. Prior After any resigning Agent's resignation hereunder, the provisions of this SECTION 9 shall inure to its benefit as to any retiring Agent’s resignation hereunder as Agent, actions taken or omitted to be taken by it while it was Agent under this Agreement and the retiring other Loan Documents. Agent shall take such action as may be reasonably necessary removed at the written direction of the holders (other than Agent) of two-thirds or more of the Commitments (excluding Agent's Commitment); provided that in so doing, such Lenders shall be deemed to assign to the successor Agent its rights as Agent under the Loan Documentshave waived and released any and all claims they may have against Agent.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedBorrower. Upon any such resignation, (x) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and approved by the Borrower (y) the Required FIL Lenders which approval shall have the right, to appoint a successor FILO Agentnot be unreasonably withheld). If no successor Agent shall have been so appointed by the Required Lenders (or and approved by the Required FILO Lenders, as applicable) Borrower and shall have accepted such appointment within 30 days after the retiring Agent’s giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a commercial bank with an office in New York, New York organized or an Affiliate licensed under the laws of the United States of America or of any such bank). In either case, such appointment shall be subject to the prior written approval State thereof and having a combined capital and surplus of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least two billion dollars. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested withwith all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder 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. Notwithstanding the foregoing, in the event no successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. Upon ; provided that (i) all payments required to be made hereunder to the acceptance Agent for the account of appointment as Agent by a successor Agent, any Person other than the retiring Agent shall be discharged from its duties made directly to such Person and obligations under this Agreement (ii) all notices and other communications required or contemplated to be given or made to the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall take such action as may also directly be reasonably necessary given or made to assign to the successor Agent its rights as Agent under the Loan Documentseach Lender.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders and the Borrower Parties, provided, however, that except (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of a merger by the FILO AgentAdministrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the FILO Term Loan Lenders and the Borrower Representative)continuance of an Event of Default, whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed resignation by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be a bank with an office granted or withheld in New Yorkthe Credit Parties’ sole discretion, New York or an Affiliate and the appointment of any such bank). In either case, such appointment successor Administrative Agent shall be subject to require the prior written approval of the Borrower Representative Credit Parties (which such approval may not to be unreasonably withheld or delayed) and shall not be required while the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a Specified Event successor Agent from any of Default has occurred and is continuing)the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent xxxxxxxxx, such successor Agent agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring Agent. Upon , and shall assume the acceptance duties and obligations of appointment as Agent by a successor such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. Prior to After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent shall take hereunder until such action time, if any, as may be reasonably necessary to assign the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the successor contrary, any Agent may subcontract certain of its rights duties hereunder to a third party so long as the applicable Agent under remains primarily liable for the Loan Documentsperformance of its applicable obligations hereunder.

Successor Agent. (a) The Agent may resign at any time by giving as Agent upon 30 days’ prior written notice thereof to the Lenders. If Agent resigns under this Agreement, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrowers (which shall have not be unreasonably withheld or delayed), appoint from among the right, to appoint Lenders a successor Administrative Agent and (y) agent for the Required FIL Lenders shall have the right, to appoint a successor FILO AgentLenders. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent shall have been so appointed by the Required Lenders (or the Required FILO Lendersmay appoint, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of consulting with the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified so long as no Event of Default has occurred and is then continuing)) Borrowers, a successor agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent. Upon the acceptance of appointment as Agent by a ” means such successor Agentagent, and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement and terminated (except for any indemnity payments owed to the other Loan Documentsretiring or removed Agent). Prior to After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent shall take hereunder until such action time, if any, as may be reasonably necessary the Required Lenders appoint a successor agent as provided for above. If the Person serving as Agent is a Defaulting Lender pursuant to assign clause (c) of the definition thereof, the Required Lenders may, to the successor Agent its rights extent permitted by applicable Law, by notice in writing to Borrowers and such Person remove such Person as Agent under and, in consultation with Borrowers, appoint a successor. If no such successor shall have been so appointed by the Loan DocumentsRequired Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders), then such removal shall nonetheless become effective in accordance with such notice on such date.

Successor Agent. (a) The Agent may resign at any time by giving as Agent upon 30 days’ prior written ' notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon ; provided that any such resignationresignation by Bank of America shall also constitute its resignation as Issuing Lender. If the Agent resigns under this Credit Agreement, (x) the Required Lenders shall have appoint from among the right, to appoint Lenders a successor Administrative Agent and agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (y) which consent of the Required FIL Lenders Borrower shall have the right, to appoint a successor FILO Agentnot be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall have been so appointed by the Required Lenders (or the Required FILO Lendersmay appoint, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of consulting with the Lenders and the Issuing Bank (or in the case of the FILO AgentBorrower, the FILO Term Loan Lenders), appoint a successor Agent (which in agent from among the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, the Person acting as such successor Agent agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent and Issuing Lender and the respective terms "Agent. Upon the acceptance " and Issuing Lender shall mean such successor agent and Letter of appointment as Agent by a successor AgentCredit issuer, the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement terminated and the retiring Issuing Lender's rights, powers and duties as such shall be terminated, without any other Loan Documentsor further act or deed on the part of such retiring Issuing Lender or any other Lender, other than the obligation of the successor Issuing Lender to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Prior to After any retiring Agent’s 's resignation hereunder as Agent, the retiring provisions of this Article X and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Credit Agreement. If no successor Agent its rights agent has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, (x) the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Borrower and the Lenders and with the consent of the Borrower (which shall not be unreasonably withheld), a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. If the case Agent has resigned and no successor Agent has been appointed, the Lenders may perform all the duties of the FILO Agent, Agent hereunder and the FILO Term Loan Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders), appoint a . No successor Agent (which in shall be deemed to be appointed hereunder until such successor Agent has accepted the case of the Administrative appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation of the Agent, the retiring resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Agent, the provisions of this Agreement Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written give notice thereof of its resignation to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedBorrower. Upon receipt of any such notice of resignation, (x) the Required Requisite Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the rightin consultation with Borrower, to appoint a successor FILO Agentsuccessor, which shall be a financial institution located in the United States or an Affiliate of any such financial institution located in the United States. If no such successor Agent shall have been so appointed by the Required Requisite Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent maymay on behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the retiring Agent 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 Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders and the Issuing Bank (or in the case under any of the FILO AgentLoan Documents, the FILO Term Loan Lenders)retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) 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 Requisite Lenders appoint a successor Agent (which as provided for above in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)this Section 10.9. Upon the acceptance of any a successor’s appointment as Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, with all of the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this Section 10.9). Prior The fees payable by Borrower to any a 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 resignation hereunder as and under the other Loan Documents, the provisions of this Section 10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent shall take such action was acting as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan DocumentsAgent.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for gross negligence or willful misconduct by all Lenders (other than the Lender then acting as Agent) upon 30 day’s prior notice. Upon any such resignation or removal, the Issuing Bank and the Borrower Representative Requisite Lenders (or which in the case of the FILO removal of the Agent as provided in the immediately preceding sentence, shall be determined without regard to the Revolving Commitment or Term Loans of the Lender then acting as Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, right to appoint a successor Administrative Agent which appointment shall, provided 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 approved each Lender and (y) the Required FIL Lenders shall have the right, to appoint any of its Affiliates as a successor FILO Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 days after the retiring current Agent’s giving of notice of resignationresignation or the Lenders’ removal of the current Agent, then the retiring current Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval of the Borrower Representative (which approval may not serve, and otherwise shall be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)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, with all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor current Agent, and the retiring current Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to After any retiring Agent’s resignation or removal hereunder as Agent, the retiring Agent provisions of this Article shall take such action continue to inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights as taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Company, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no such successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders and, unless a Default has occurred and is continuing, the Company, such removal to be effective on the date specified by the Required Lenders and, unless a Default has occurred and is continuing, the Company. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the rightright to appoint, to appoint with the consent of the Company (unless a Default has occurred and is continuing), on behalf of the Borrowers and the Lenders, a successor Administrative Agent and (y) to the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no such successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring such resigning Agent’s 's giving of notice of resignationits intention to resign, then such resigning Agent may appoint, with the retiring Agent may, on behalf consent of the Lenders and the Issuing Bank Company (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint unless a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing), on behalf of the Company and the Lenders, a successor Agent for itself. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Company shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any 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 an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article XI shall continue in effect for the benefit of the Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Company, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, (x) the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Unless a Default exists, such successor Agent and (y) shall be reasonably acceptable to the Required FIL Lenders shall have the right, to appoint a successor FILO AgentCompany. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrowers and the Issuing Bank (Lenders, a successor Agent. Notwithstanding the previous sentence, Agent may at any time without the consent of any Borrower or in the case of the FILO Agent, the FILO Term Loan Lenders)any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent (which hereunder. If Agent has resigned and no successor Agent has been appointed, the Lenders may perform all the duties of Agent hereunder and each Borrower shall make all payments in the case respect of the Administrative Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $3,000,000,000.00. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation of Agent, the retiring resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Agent, the provisions of this Agreement Article 16 shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent hereunder and under the other Loan Documents. Prior In the event that there is a successor to any retiring Agent by merger, or Agent assigns its duties and obligations to an Affiliate pursuant to this Section, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may may, and at the request of the Requisite Lenders shall, resign at any time by giving as Agent upon 30 days’ prior written ' notice thereof to the Lenders. If Agent resigns under this Agreement, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Requisite Lenders and the Borrower Representative), whether or not shall appoint from among Lenders a successor Agent has been appointed. Upon any such resignation, (x) the Required for Lenders which successor Agent shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agentbe approved by Borrower. If no successor Agent shall have been so is appointed by prior to the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and the Issuing Bank (or in the case of the FILO AgentBorrower, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)from among Lenders. Upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent. Upon the acceptance of appointment as " shall mean such successor Agent by a successor Agent, and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s 's resignation hereunder as Agent, the provisions of this Section 9 and Sections 10.03 and 10.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, no Agent which is also the Letter of Credit Issuer or Swing Line Lender may be removed as Agent at the request of the Requisite Lenders unless such Agent shall take also simultaneously be replaced as "Letter of Credit Issuer" and "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan DocumentsAgent.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents as a result of its gross negligence or willful misconduct by the Requisite Lenders (other than the Lender then acting as the Agent). Any such removal or resignation shall also constitute Agent's resignation as Swingline Lender and may, at such Agent's option, also constitute its resignation as Issuing Lender. Upon any such resignation or removal, the Issuing Bank and Requisite Lenders (other than the Borrower Representative (or Lender then acting as Agent, in the case of the FILO Agent, removal of the Administrative Agent, Agent under the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (ximmediately preceding sentence) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders Swingline Lender, 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, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the rightBorrower's approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to appoint have approved each Lender and its affiliates as a successor FILO AgentAgent and Swingline Lender). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring resigning Agent’s 's giving of notice of resignationresignation or the Lenders' removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval serve, and otherwise shall be a commercial bank having total combined assets of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $50,000,000,000. Upon the acceptance of any appointment as Agent or Swingline Lender hereunder by a successor Agent, such successor Agent and Swingline Lender shall thereupon succeed 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 under this Agreement the Loan Documents as Agent and the other Loan DocumentsSwingline Lender. Prior to After any retiring Agent’s 's resignation or removal hereunder as Agent, the retiring provisions of this Article XI and all provisions of this Agreement relating to Swingline Loans shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent or Swingline Lender under the Loan Documents.

Successor Agent. (a) The Subject to the appointment and acceptance of a Successor Agent as provided in this Section, and subject to Section 9.7(6)(d), the Agent may resign at any time by giving 30 days’ prior days written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not a successor Agent has been appointed. Upon and may be removed at any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed time by the Required Lenders (upon 30 days written notice. Upon receipt of notice by the Lenders of the resignation of the Agent, or upon giving notice of termination to the Agent, the Required FILO LendersLenders may, as applicablewithin 21 days, appoint a successor from among the Lenders or, if no Lender is willing to accept such an appointment, from among other banks or authorized foreign banks to which the Bank Act (Canada) applies, which have combined capital and shall reserves in excess of $250,000,000, and which have offices in Toronto (the “Successor Agent”). If no Successor Agent has been so appointed and has accepted such appointment within 30 21 days after the retiring Agent’s giving of notice of resignationresignation or receiving of notice of termination, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)Successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor the retiring Agent shall pay the Successor Agent any unearned portion of any fee paid to the Agent for acting as such, and the Successor Agent shall succeed 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 further duties and obligations as Agent under this Agreement and the other Loan DocumentsDocuments (but for greater certainty, shall not be discharged from any existing liabilities resulting from its own gross negligence or wilful misconduct). Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring provisions of this Article shall continue to enure to its benefit and be binding upon it as to any actions taken or omitted to be taken by it while it was Agent shall take hereunder. Each Obligor shall, at its expense, at the request of the Successor Agent, do all such action further acts and execute and deliver all such further documents, agreements, certificates and instruments as may may, in the reasonable opinion of the Successor Agent, be reasonably necessary or desirable in order to assign fully perform and carry out the purpose and intent of this Section and to ensure that any Security granted in favour of the successor Agent its rights as on behalf of the Lenders continues for the benefit of the Successor Agent under on behalf of the Loan DocumentsLenders.

Successor Agent. (a) The Each Agent may resign at any time by giving from acting in such capacity upon 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon Borrower; provided that any such resignationresignation by CITI shall also constitute the resignation by CITI as Issuing Bank. If an Agent resigns under this Agreement, (x) the Required Lenders shall have appoint from among the right, to appoint Lenders a successor Administrative Agent and (y) agent for the Required FIL Lenders shall have the right, to appoint a successor FILO AgentLenders. If no successor agent is appointed prior to the effective date of the resignation of such Agent, such Agent may appoint, after consulting with the Lenders, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall have been succeed to all the rights, powers and duties of the retiring Agent and Issuing Bank (and subject to the agreement of the Lender being so appointed by the Required Lenders (or the Required FILO Lenders, to act as applicablean Issuing Bank) and the term “Agent” shall have accepted mean such appointment within 30 days after successor agent, and the retiring Agent’s giving of notice of resignationappointment, then the retiring powers and duties as Agent may, on behalf of the Lenders shall be terminated and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent Issuing Bank’s rights, powers and duties as such shall be discharged from its duties and terminated, without any other or further act or deed on the part of such retiring Agent or Issuing Bank, as the case may be, or any other Lender, other than the obligation of the successor Issuing Bank to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations under this Agreement and of the other Loan Documentsretiring with respect to such Letters of Credit. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring provisions of this Article VII and Section 9.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights agent has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its intention to resign. The Agent may not be removed at any time without its prior written consent. Upon any such resignation, (x) the Required Lenders shall have the right, with the consent of the Borrower so long as no Default has occurred and is continuing (such consent not to appoint be unreasonably withheld or delayed), to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty (or the Required FILO Lenders, as applicable30) and shall have accepted such appointment within 30 days after the retiring resigning Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, with the consent of the Borrower so long as no Default has occurred and is continuing (such consent not to be unreasonably withheld or delayed), on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. Notwithstanding the case previous sentence, the Agent may at any time without the consent of the FILO Agent, the FILO Term Loan Lenders)Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent (which in hereunder. If the case Agent has resigned and no successor Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation of the Agent, the retiring resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of the Agent, the provisions of this Agreement Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, In the retiring Agent shall take such action as may be reasonably necessary to assign event that there is a successor to the successor Agent by merger, or the Agent assigns its rights duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as Agent under used in this Agreement shall mean the Loan Documentsprime rate, base rate or other analogous rate of the new Agent.

Successor Agent. (a) The Each Agent may resign at any time by giving from acting in such capacity upon 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon Borrowers; provided that any such resignationresignation by CITI shall also constitute the resignation by CITI as Issuing Bank. If an Agent resigns under this Agreement, (x) the Required Lenders shall have appoint from among the right, to appoint Lenders a successor Administrative Agent and (y) agent for the Required FIL Lenders shall have the right, to appoint a successor FILO AgentLenders. If no successor agent is appointed prior to the effective date of the resignation of such Agent, such Agent may appoint, after consulting with the Lenders, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall have been succeed to all the rights, powers and duties of the retiring Agent and Issuing Bank (and subject to the agreement of the Lender being so appointed by the Required Lenders (or the Required FILO Lenders, to act as applicablean Issuing Bank) and the term “Agent” shall have accepted mean such appointment within 30 days after successor agent, and the retiring Agent’s giving of notice of resignationappointment, then the retiring powers and duties as Agent may, on behalf of the Lenders shall be terminated and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent Issuing Bank’s rights, powers and duties as such shall be discharged from its duties and terminated, without any other or further act or deed on the part of such retiring Agent or Issuing Bank, as the case may be, or any other Lender, other than the obligation of the successor Issuing Bank to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations under this Agreement and of the other Loan Documentsretiring with respect to such Letters of Credit. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring provisions of this Article VII and Section 9.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights agent has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrowers. The Agent may be removed as Agent under the Loan Documents as a result of its gross negligence or willful misconduct by the Requisite Lenders (other than the Lender then acting as the Agent). Any such removal or resignation shall also constitute Agent's resignation as Swingline Lender and may, at such Agent's option, also constitute its resignation as Issuing Lender. Upon any such resignation or removal, the Issuing Bank and Requisite Lenders (other than the Borrower Representative (or Lender then acting as Agent, in the case of the FILO Agent, removal of the Administrative Agent, Agent under the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (ximmediately preceding sentence) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders Swingline Lender, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the rightBorrowers' approval, which approval shall not be unreasonably withheld or delayed (except that the Borrowers shall, in all events, be deemed to appoint have approved each Lender and its affiliates as a successor FILO AgentAgent and Swingline Lender). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring resigning Agent’s 's giving of notice of resignationresignation or the Lenders' removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval serve, and otherwise shall be a commercial bank having total combined assets of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $50,000,000,000. Upon the acceptance of any appointment as Agent or Swingline Lender hereunder by a successor Agent, such successor Agent and Swingline Lender shall thereupon succeed 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 under this Agreement the Loan Documents as Agent and the other Loan DocumentsSwingline Lender. Prior to After any retiring Agent’s 's resignation or removal hereunder as Agent, the retiring provisions of this Article XI and all provisions of this Agreement relating to Swingline Loans shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent or Swingline Lender under the Loan Documents.. Section 11.9

Successor Agent. (a) The Agent may may, and at the request of the Required Lenders shall, resign at any time by giving 30 as Agent upon thirty (30) days’ prior written notice thereof to the Lenders. If the Agent resigns under this Agreement, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have appoint from among the right, to appoint Lenders a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of agent for the Lenders and the Issuing Bank (or in the case of the FILO Agentsubject, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified so long as no Event of Default has occurred and is then continuing), to the consent of the Borrowers, which shall not be unreasonably withheld or delayed. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent. Upon the acceptance of appointment as Agent by a ” shall mean such successor Agent, agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring provisions of this Article XI and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights agent has accepted appointment as Agent under by the Loan Documentsdate which 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 perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Xxxxx Fargo may not be removed as the Agent at the request of the Required Lenders unless Xxxxx Fargo shall also simultaneously be replaced as the L/C Issuer (if any letters of credit Issued by Xxxxx Fargo are then outstanding) and Swing Line Lender hereunder pursuant to documentation in form and substance reasonably satisfactory to Xxxxx Fargo.

Successor Agent. (a) The Any Agent may resign may, at any time by giving 30 days’ prior time, resign upon twenty (20) days written notice thereof to the Lenders, the Issuing Bank Letter of Credit Issuer and the Borrower Representative Parties, provided, however, that except (or a) in the case of a merger by the FILO AgentAdministrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the FILO Term Loan Lenders and the Borrower Representative)continuance of an Event of Default, whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed resignation by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be a bank with an office granted or withheld in New Yorkthe Credit Parties’ sole discretion, New York or an Affiliate and the appointment of any such bank). In either case, such appointment successor Administrative Agent shall be subject to require the prior written approval of the Borrower Representative Credit Parties (which such approval may not to be unreasonably withheld or delayed) and shall not be required while the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Credit Parties, a Specified Event successor Agent from any of Default has occurred and is continuing)the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent xxxxxxxxx, such successor Agent agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring Agent. Upon , and shall assume the acceptance duties and obligations of appointment as Agent by a successor such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 other Loan Documents. Prior to After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent shall take hereunder until such action time, if any, as may be reasonably necessary to assign the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor Agent its rights as Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan DocumentsDocuments after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, the Borrower (xif no Default or Unmatured Default shall exist) and the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders Borrower (or the Required FILO Lenders, as if applicable) and shall have accepted such appointment the Required Lenders within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. Notwithstanding the case previous sentence, the Agent may at any time without the consent of the FILO Agent, the FILO Term Loan Lenders)Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent (which in hereunder. If the case Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, In the retiring Agent shall take such action as may be reasonably necessary to assign event that there is a successor to the successor Agent by merger, or the Agent assigns its rights duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Corporate Base Rate" as Agent under used in this Agreement shall mean the Loan Documentsprime rate, base rate or other analogous rate of the new Agent.

Successor Agent. (a) The Agent may resign at any time by giving 30 not less than thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Bank Xxxxxxx and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedXxxxxxxx. Upon any such resignation, the Requisite Lenders (xin consultation with Borrower) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Requisite Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty (30) days after the retiring resigning Agent’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)Xxxxxxx, appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank, financial institution or trust company. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent xxxxxxxxx, in New York, New York or an Affiliate of any such bank). In either each case, until such appointment time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the prior written approval of the Borrower Representative (which Xxxxxxxx, such approval may not to be unreasonably withheld and or delayed; provided that such approval shall not be required while a Specified if an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. Prior to After any retiring resigning Agent’s resignation hereunder as Agenthereunder, the retiring Agent provisions of this Section 10 shall take such action inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights taken by it while it was acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. (a) The Agent may resign at any time by giving 30 not less than thirty (30) days’ ' prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedBorrowers. Upon any such resignation, (x) the Required Requisite Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Requisite Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring resigning Agent’s 's giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank with an office in New York, New York or an Affiliate financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such bank). In either casenotice of resignation was given by the resigning Agent, such appointment resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by the Requisite Lenders hereunder shall be subject to the prior written approval of the Borrower Representative (which Borrowers, such approval may not to be unreasonably withheld and or delayed; PROVIDED that such approval shall not be required while if a Specified Default or an Event of Default has shall have occurred and is be continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent's resignation, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. Prior After any resigning Agent's resignation hereunder, the provisions of this SECTION 10.06 shall inure to its benefit as to any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall take such action as may actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights as taken by it while it was Agent under this Agreement and the other Loan Documents.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as Agent) upon 30-days’ prior written notice thereof to the LendersAgent. Upon any such resignation or removal, the Issuing Bank and Requisite Lenders (other than the Borrower Representative (or Lender then acting as Agent, in the case of the FILO Agent, removal of the Administrative Agent, Agent under the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (ximmediately preceding sentence) the Required Lenders shall have the right, right to appoint a successor Administrative Agent which appointment shall, provided 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 approved each Lender and (y) the Required FIL Lenders shall have the right, to appoint its affiliates as a successor FILO Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 days after the retiring resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval serve, and otherwise shall be a commercial bank having total combined assets of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)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, with all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior 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 arrangements satisfactory to the current Agent, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Any resignation by, or removal of, an Agent shall also constitute the resignation or removal of such Lender as the Swingline Lender. After any retiring Agent’s resignation or removal hereunder as Agent, the retiring Agent provisions of this Article XI shall take such action continue to inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights as taken by it while it was Agent under the Loan Documents.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as Agent), or, if the Agent is a Defaulting Lender under clause (d) of the definition thereof, by the Required Lenders, upon 30-days’ prior written notice thereof to the LendersAgent. Upon any such resignation or removal, the Issuing Bank and Required Lenders (other than the Borrower Representative (or Lender then acting as Agent, in the case of the FILO Agent, removal of the Administrative Agent, Agent under the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (ximmediately preceding sentence) the Required Lenders shall have the right, right to appoint a successor Administrative Agent which appointment shall, provided 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 approved each Lender and (y) the Required FIL Lenders shall have the right, to appoint its affiliates as a successor FILO Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 days after the retiring resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval serve, and otherwise shall be a commercial bank having total combined assets of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)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, with all the rights, powers, privileges and duties of the retiring or removed Agent. Upon the acceptance of appointment as Agent by Whether or not a successor Agenthas been appointed, such resignation or removal shall become effective at the time stated in the notice thereof, the retiring or removed Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, and except for any indemnity payment owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Prior 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 arrangements 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 resignation or removal hereunder as Agent, the retiring Agent provisions of this Article XI shall take such action continue to inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights as taken by it while it was Agent under the Loan Documents.

Successor Agent. (a) The Agent may resign at any time by giving 30 as Agent upon thirty (30) days’ prior written notice thereof to Lenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders, (without giving effect to the Lenders, Pro Rata Share of Agent in its capacity as a Lender and without requiring Agent’s consent) shall appoint from among the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required agent for Lenders shall have the right, to appoint a which successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent shall be a bank with an office in New York, New York or an Affiliate of any such bank). In either case, such appointment agent shall be subject to the prior written approval of the Administrative Borrower Representative if no Default or Event of Default shall exist or have occurred and be continuing, provided, that, (which a) such approval may shall not be unreasonably withheld withheld, conditioned or delayed and (b) unless Agent shall have received written notice from Administrative Borrower that Administrative Borrower does not approve such successor agent within five (5) Business Days after receipt by Administrative Borrower of the notice from Agent that it is resigning, Administrative Borrower shall be deemed to have given such approval. If no successor agent is appointed prior to the effective date of the resignation of Agent (whether as a result of the failure of Administrative Borrower to approve a successor agent or otherwise), Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent from among Lenders (and the approval of Administrative Borrower shall not be required while requested for such successor agent). Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, 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 terminated. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a Specified successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of the Administrative Borrower (such consent not to be unreasonably withheld, delayed or conditioned). Upon the In such event, upon acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent. Upon the acceptance of appointment as ” shall mean such successor Agent by a successor Agent, and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days after the date of a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nonetheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any resignation of Agent pursuant to this Section shall take also constitute the resignation of Agent or its successor as Swing Line Lender, and any successor agent that is appointed pursuant to this Section shall, upon its acceptance of such action as may be reasonably necessary to assign to appointment, become the successor Agent its rights as Agent under Swing Line Lender for all purposes thereunder. At the Loan Documentstime any such resignation or replacement shall become effective, Borrowers shall pay the full outstanding principal amount of all Swing Line Loans and all accrued and unpaid fees and expenses of the retiring Swing Line Lender.

Successor Agent. (a) The Agent may (i) resign at any time by giving upon 30 days’ prior written notice thereof to the LendersNote Holders with a written copy of such notice to the Company or (ii) be terminated by the Required Holders. If the Agent resigns or is terminated under this Agreement, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders Holders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)agent. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall succeed to and become vested with, all the rightsrights (other than any rights of reimbursement for any costs, powersexpenses, privileges indemnities or other amounts due and owing to the Agent prior to the resignation or removal thereof), powers and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be discharged from all of its duties and obligations hereunder and under this Agreement the other Transaction Documents and the other Loan Documentsterm “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. Prior to After any retiring Agent’s resignation or termination hereunder, the provisions of this Article VI and Section 6.7 shall inure to the benefit of such retiring Agent, its sub-agents or attorneys in fact and as to any actions taken or omitted to be taken by any of them while the retiring Agent was the Agent under this Agreement. If no successor agent has accepted appointment as the Agent by the date which is 30 days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless become effective and the Initial Purchaser shall perform all of the duties of the Agent hereunder until such time, if any, as Agentthe Required Holders appoint a successor agent as provided for herein; provided that in the case of any security held by the Agent on behalf of the Note Holders under the Transaction Documents, the retiring Agent shall take continue to hold such action security in a custodial capacity only until such time as a successor agent is appointed or deposit such security with a court of competent jurisdiction (at the reasonable expense of Note Holders). Any Person into which the Agent may be reasonably necessary merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to assign which the Agent shall be a party, or any Person succeeding to the business of the Agent shall be the successor of the Agent its rights as Agent under without the Loan Documentsexecution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written give notice thereof of its resignation to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedBorrower. Upon receipt of any such notice of resignation, (x) the Required Requisite Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the rightin consultation with Borrower, to appoint a successor FILO Agentsuccessor, which shall be a financial institution with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Requisite Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent maymay on behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the retiring Agent 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 Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders and the Issuing Bank (or in the case under any of the FILO AgentLoan Documents, the FILO Term Loan Lenders)retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) 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 Requisite Lenders appoint a successor Agent (which as provided for above in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)this Section 10.9. Upon the acceptance of any a successor’s appointment as Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, with all of the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor (or retired) Agent, “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this Section 10.9). Prior The fees payable by Borrower to any a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder as and under the other Loan Documents, the provisions of this Section 10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent shall take such action was acting as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan DocumentsAgent.

Successor Agent. (a) The Agent may resign at any time by giving 30 as Agent upon thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Administrative Borrower. If Agent resigns under this Agreement, whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have appoint from among the right, to appoint Lenders a successor Administrative Agent and (y) the Required FIL agent for Lenders shall have the right, to appoint a which successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent shall be a bank with an office in New York, New York or an Affiliate of any such bank). In either case, such appointment agent shall be subject to the prior written approval of the Administrative Borrower Representative if no Default or Event of Default shall exist or have occurred and be continuing; provided, that, (which a) such approval may shall not be unreasonably withheld withheld, conditioned or delayed and (b) unless Agent shall have received written notice from Administrative Borrower that Administrative Borrower does not approve such successor agent within five (5) Business Days after receipt by Administrative Borrower of the notice from Agent that it is resigning, Administrative Borrower shall be deemed to have given such approval. If no successor agent is appointed prior to the effective date of the resignation of Agent (whether as a result of the failure of Administrative Borrower to approve a successor agent or otherwise), Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent from among Lenders (and the approval of Administrative Borrower shall not be required while a Specified Event of Default has occurred and is continuingfor such successor agent). Upon the acceptance by the Lender so selected of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall succeed to and become vested with, all of the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent. Upon ” as used herein and in the acceptance of appointment as Agent by a other Loan Documents shall mean such successor Agent, agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days after the date of a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nonetheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any resignation of Agent pursuant to this Section shall take also constitute the resignation of Wachovia or its successor as Swing Line Lender and Issuing Bank, and any successor agent that is appointed pursuant to this Section shall, upon its acceptance of such action as may be reasonably necessary to assign to appointment, become the successor Agent its Swing Line Lender and Issuing Bank for all purposes thereunder. At the time any such resignation or replacement shall become effective, Borrowers shall pay the full outstanding principal amount of all Swing Line Loans and all accrued and unpaid fees and expenses of the retiring Swing Line Lender and Issuing Bank. From and after the effective date of any such resignation or replacement, (i) the successor Issuing Bank shall have all the rights as Agent and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it thereafter and (ii) the Loan Documentsretiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.

Successor Agent. (a) The Any Agent may resign at any time by giving 30 daysfive (5) Business Days’ prior written notice thereof to the Lenders, the Issuing Bank Bank, the other Agents and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedLead Borrower. Upon any such resignationresignation of any Agent, (x) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and Agent, which so long as there is no Default or Event of Default, shall be reasonably satisfactory to the Lead Borrower (y) the Required FIL Lenders whose consent shall have the right, to appoint a successor FILO Agentnot be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders Lenders, the other Agents and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)Bank, appoint a successor Agent (which in the case of the Administrative Agent shall be a bank Person capable of complying with an office all of the duties of such Agent (and the Issuing Bank), hereunder (in New Yorkthe opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, New York so long as there is no Default or an Affiliate Event of any such bank). In either caseDefault, such appointment shall be subject reasonably satisfactory to the prior written approval of the Lead Borrower Representative (which approval may whose consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, if Fleet resigns as Administrative Agent, FRG may, at its option, become successor Administrative Agent; and shall not be required while a Specified Event of Default has occurred and is continuing)if FRG resigns as Collateral Agent, Fleet may, at its option, become successor Collateral Agent. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall thereupon succeed 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 under this Agreement and the other Loan DocumentsAgreement. Prior to After any retiring Agent’s resignation hereunder as such Agent, the retiring Agent provisions of this Article VIII shall take inure to its benefit as to any actions taken or omitted to be taken by it while it was such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documentsthis Agreement.

Successor Agent. (a) The Agent may has the right to resign at any time by giving 30 days’ prior written notice thereof of resignation to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and Company, and such resignation shall be effective upon the Borrower Representative)appointment of a successor Agent or, whether or not a if no successor Agent has been appointed, 45 days after the resigning Agent gives notice of its intention to resign. Upon any such resignationresignation or removal, (x) the Required Majority Lenders shall have the rightright to appoint, to appoint on behalf of Company and the Lenders, a successor Administrative Agent. So long as no Event of Default is then outstanding, the appointment of such successor Agent and shall be subject to the Company’s prior consent (y) the Required FIL Lenders shall have the rightsuch consent not to be unreasonably withheld, to appoint a successor FILO Agentconditioned or delayed). If no successor Agent shall have been so is appointed by the Required Majority Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of resigning Agent gave notice of resignationits intention to resign, then the retiring resigning Agent mayhas the right to appoint, on behalf of the Lenders Company and the Issuing Bank (or in the case Lenders, a successor Agent. So long as no Event of the FILO AgentDefault is then outstanding, the FILO Term Loan Lenders), appoint a appointment of such successor Agent (which in the case of the Administrative Agent 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 Company’s prior written approval consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the previous sentence, Agent has the right at any time without the consent of any of the Borrower Representative (which approval may not Borrowers or any Lender to appoint any of its Affiliates that is a commercial bank as the successor Agent. If Agent resigns and no successor Agent is appointed, the Lenders have the right to perform all the duties of Agent and Borrowers shall make all payments with respect to the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be unreasonably withheld deemed to be appointed under this Agreement until such successor Agent accepts the appointment. Any such successor Agent, including any Affiliate that Agent appoints as the successor Agent, must be a commercial bank having capital and shall not be required while a Specified Event retained earnings of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as the Agent by a successor Agent, such successor Agent shall succeed to and become vested with, with all of the rights, powers, privileges privileges, and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation of Agent, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior After the effectiveness of the resignation of an Agent, this Article VIII shall continue in effect for the benefit of such Agent with respect to any retiring actions it took or omitted to take while it was acting as the Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by the Supermajority Lenders (determined without regard to the Lender then acting as Agent) upon 30 days' prior notice. Upon any such resignation or removal, the Issuing Bank and Requisite Lenders (other than the Borrower Representative (or Lender then acting as Agent, in the case of the FILO Agent, removal of the Administrative Agent, Agent under the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (ximmediately preceding sentence) the Required Lenders shall have the right, right to appoint a successor Administrative Agent which appointment shall, provided no 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 approved each Lender and (y) the Required FIL Lenders shall have the right, to appoint its affiliates as a successor FILO Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 days after the retiring resigning Agent’s 's giving of notice of resignationresignation or the Lenders' removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval serve, and otherwise shall be a commercial bank having total combined assets of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)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, 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 under this Agreement and the other Loan Documents. Prior 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 arrangements 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 retiring Agent provisions of this Article XI. shall take such action continue to inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights as taken by it while it was Agent under the Loan Documents.

Successor Agent. (a) The Agent may resign as such at any time by giving 30 days’ upon at least thirty (30) days prior written notice thereof to the Lenders, the Issuing Bank Seller and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders Buyer. The Buyer may replace Agent at any time upon at least thirty days prior notice to Seller and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent at any time shall resign, be replaced or if the office of Agent shall have been so appointed become vacant for any other reason, Buyer shall, by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)written instrument, appoint a successor Agent agent(s) (which in the case of the Administrative Agent shall be a bank with an office in New York“Successor Agent”) and, New York so long as no Default or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing, approved by the Seller (which approval shall not be unreasonably conditioned, withheld or delayed). Upon Such Successor Agent shall thereupon become Agent hereunder, as applicable, and Agent shall deliver or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request. If a Successor Agent is not so appointed or does not accept such appointment before the acceptance of any resigning Agent’s resignation becomes effective, the Buyer may appoint a temporary successor to act until such initial appointment by Buyer and, if applicable, the Seller, is made and accepted, or if no such temporary successor is appointed as Agent provided above by a successor the resigning Agent, Buyer shall thereafter perform all of the duties of the resigning Agent hereunder until such successor initial appointment by Buyer and, if applicable, the Seller, is made and accepted. Such Successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agentrights 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 after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon the acceptance such succession of appointment as Agent by a successor any such Successor Agent, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement obligations, in its capacity as Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the other Loan Documents. Prior provisions hereof shall continue in effect for the benefit of the resigning Agent in respect of any actions taken or omitted to any retiring Agent’s resignation hereunder be taken by it while it was acting as Agent, 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.

Successor Agent. (a) The Subject to the appointment and acceptance of a successor Agent as provided in this Section 9.05, Agent may resign at any time by giving 30 thirty (30) days’ prior written notice thereof to the LendersRequisite Holders, the Issuing Bank and the Borrower Representative (or in Issuer. Any Agent may be removed as Agent at the case request of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedRequisite Holders. Upon any such resignationnotice of resignation or removal, (x) the Required Lenders Requisite Holders shall have the rightright (subject to the Issuer’s written consent (such consent not to be unreasonably withheld, delayed or conditioned), unless an Event of Default shall have occurred and is continuing), to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) Requisite Holders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf Agent’s resignation shall nevertheless thereupon become effective and the Requisite Holders shall perform all of the Lenders and the Issuing Bank (or in the case duties of the FILO such Agent, as applicable, hereunder until such time, if any, as the FILO Term Loan Lenders), Requisite Holders appoint a successor Agent (which as provided for above. In such case, the Requisite Holders shall appoint one Person to act as Agent for purposes of any communications with the Issuer, and until the Issuer shall have been notified in writing of such Person and such Person’s notice address as provided for in Section 11.01, the case of the Administrative Agent Issuer 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 entitled to give and receive communications to/from the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)resigning Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and the payment of the outstanding fees and expenses of the resigning or removed Agent, such at the Issuer’s expense, that successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as or removed Agent by a successor Agent, and the retiring or removed Agent shall be discharged from its promptly transfer to such successor Agent all records and other documents necessary or appropriate in connection with the performance of the duties and obligations of the successor Agent under this Agreement and the other Loan Note Documents. Prior to After any retiring Agent’s resignation or any Agent’s removal hereunder as Agent, the retiring provisions of this Article IX and Section 11.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder. Any organization or other entity into which Agent may be merged or converted or with which it may be consolidated, or any organization or other entity resulting from any merger, conversion or consolidation to which the Agent shall take such action as may be reasonably necessary a party, or any organization or other entity succeeding to assign all or substantially all of the corporate trust business of the Agent, shall be the successor to the successor Agent its rights as Agent under hereunder without the Loan Documentsexecution or filing of any paper or any further act on the part of any of the parties hereto.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and Borrower, such resignation to be effective upon the Borrower Representative)appointment of a successor Agent or, whether or not a if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders Lenders, with the written consent of Borrower if no Default has occurred and is continuing, shall have the rightright to appoint, to appoint on behalf of Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty (or the Required FILO Lenders, as applicable30) and shall have accepted such appointment within 30 days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. Notwithstanding the case of the FILO Agentprevious sentence, the FILO Term Loan Lenders)Agent may, appoint a successor Agent (which in with the case written consent of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of if no Default has occurred and is continuing, but without the consent of any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and Borrower shall, after written notice thereof from the Lenders, make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least One Hundred Million Dollars ($100,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article 9 shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, In the retiring Agent shall take such action as may be reasonably necessary to assign event that there is a successor to the successor Agent by merger, or the Agent assigns its rights duties and obligations to an Affiliate pursuant to this Section 9.12, then the term "Prime Rate" as Agent under used in this Agreement shall mean the Loan Documents.prime rate, base rate or other analogous rate of the new Agent. ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 53

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents as a result of its gross negligence or willful misconduct by the Requisite Lenders (other than the Lender then acting as the Agent). Any such removal or resignation shall also constitute Agent's resignation as Swingline Lender and may, at such Agent's option, also constitute its resignation as Issuing Lender. Upon any such resignation or removal, the Issuing Bank and Requisite Lenders (other than the Borrower Representative (or Lender then acting as Agent, in the case of the FILO Agent, removal of the Administrative Agent, Agent under the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (ximmediately preceding sentence) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders Swingline Lender, 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 $5,000,000,000, which appointment shall, provided no Default or Event of Default shall have occurred and be continuing, be subject to the rightBorrower's approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to appoint have approved each Lender and its affiliates as a successor FILO AgentAgent and Swingline Lender). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring resigning Agent’s 's giving of notice of resignationresignation or the Lenders' removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval serve, and otherwise shall be a commercial bank having total combined assets of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $5,000,000,000. Upon the acceptance of any appointment as Agent or Swingline Lender hereunder by a successor Agent, such successor Agent and Swingline Lender shall thereupon succeed 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 under this Agreement the Loan Documents as Agent and the other Loan DocumentsSwingline Lender. Prior to After any retiring Agent’s 's resignation or removal hereunder as Agent, the retiring provisions of this Article XI and all provisions of this Agreement relating to Swingline Loans shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent or Swingline Lender under the Loan Documents.

Successor Agent. (a) The Each Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower Representative Borrower, such resignation to be effective (or i) in the case of the FILO Syndication Agent, immediately, and (ii) in the case of the Administrative Agent, upon the FILO Term Loan Lenders and the Borrower Representative)appointment of a successor Agent, whether or not a or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Either Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal of the Administrative Agent, (x) the Required Lenders shall have the rightright (with, so long as no Default or Unmatured Default exists, the consent of the Borrower, which shall not be unreasonably withheld) to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Administrative Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Administrative Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Administrative Agent. Notwithstanding the case previous sentence, the Administrative Agent may at any time without the consent of any Lender and with the consent of the FILO AgentBorrower, not to be unreasonably withheld or delayed, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the FILO Term Loan Lenders), appoint a successor Agent (which in Lenders may perform all the case duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of either Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations under this Agreement hereunder and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be

Successor Agent. (a) The Agent may resign at any time by giving as Agent upon 30 days’ days prior written notice thereof to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the rightbe entitled, to appoint a successor Administrative Agent and with (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If so long as no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). Upon If, at the time that Agent’s resignation is effective, it is acting as an Issuing Lender or a Swing Lender, such resignation shall also operate to effectuate its resignation as such Issuing Lender or such Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, 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 replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent and the term “Agent. Upon the acceptance of appointment as ” shall mean such successor Agent by a successor Agent, and the retiring Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to Banks and Borrower, such resignation to be effective upon the Lendersappointment of a successor Agent or, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a if no successor Agent has been appointed, sixty (60) days after the retiring Agent gives notice of its intention to resign. Agent may be removed at any time with cause by written notice received by Agent from the Majority Banks, such removal to be effective on the date specified by such Banks. The consent of Borrower shall be required prior to any removal of Agent becoming effective; provided, however, that if an Event of Default has occurred and is continuing, the consent of Borrower shall not be required. Upon any such resignationresignation or removal, (x) the Required Lenders Majority Banks shall have the rightright to appoint, to appoint on behalf of Borrower and Banks, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint Agent. Any Bank can be a successor FILO AgentAgent upon the approval of the Majority Banks. Any other successor Agent shall be appointed only with the prior reasonable consent of Borrower. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks within forty-five (or the Required FILO Lenders, as applicable45) and shall have accepted such appointment within 30 days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of Borrower and Banks, a successor Agent. If Agent has resigned or been removed and no successor Agent has been appointed, Banks may perform all the Lenders duties of Agent hereunder and the Issuing Bank (or Borrower shall make all payments in the case respect of the FILO Agent, Obligations to the FILO Term Loan Lenders), appoint a applicable Bank and for all other purposes shall deal directly with Banks. No successor Agent (which in shall be deemed to be appointed hereunder until such successor Agent has accepted the case of the Administrative appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $250,000,000.00. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent the resignation or the Loan Documents, all amounts payable by a successor Agent, the retiring Agent shall be discharged from its duties and obligations Borrower under this Agreement shall be determined as if such Bank had not sold such participating interests, and Borrower, Agent and the other Loan Documents. Prior Issuing Bank shall continue to any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall take deal solely and directly with such action as may be reasonably necessary to assign to the successor Agent its Bank in connection with such Bank's rights as Agent and obligations under the Loan Documents.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether and the Agent may be removed at any time with or not without cause by the Required Lenders, such resignation or removal to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign or thirty days after removal notice has been given to the Agent. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the rightright to appoint, to appoint with the consent (which shall not be unreasonably withheld) of the Borrower, if no Default has occurred and is continuing, on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (Lenders, a successor Agent. If the Agent has resigned or in been removed and no successor Agent has been appointed, the case Lenders may perform all the duties of the FILO Agent, Agent hereunder and the FILO Term Loan Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders), appoint a . No successor Agent (which in shall be deemed to be appointed hereunder until such successor Agent has accepted the case of the Administrative appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $150,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring departing Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article 12 shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank Lenders, a successor Agent. Notwithstanding the two immediately preceding sentences: (or in x) subject to clause (y) of this sentence, the case consent of the FILO Agent, Borrower shall be required prior to the FILO Term Loan Lenders), appoint appointment of a successor Agent (which in the case of the Administrative unless such successor Agent shall be is a bank with an office in New York, New York Lender or an Affiliate of any such bank). In either casea Lender, such appointment shall be subject to provided that the prior written approval consent of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while if a Specified Event of Default has occurred and is continuing); and (y) the Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article 10 shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, In the retiring Agent shall take such action as may be reasonably necessary to assign event that there is a successor to the successor Agent by merger, or the Agent assigns its rights duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as Agent under used in this Agreement shall mean the Loan Documentsprime rate, base rate or other analogous rate of the new Agent.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The Agent may be removed as administrative agent under the Loan Documents by the Requisite Lenders (excluding for such purpose Loans and Commitments held by the Lender then acting as Agent) upon 30 days’ prior written notice thereof if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to the Lenders, the Issuing Bank and the Borrower Representative (have committed gross negligence or willful misconduct in the case course of performing its duties hereunder or (ii) the Lender then acting as Agent has become a Defaulting Lender under clause (d) of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointeddefinition of that term. Upon any such resignationresignation or removal, (x) the Required Requisite Lenders shall have the right, right to appoint a successor Administrative Agent which appointment shall, provided 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 approved each Lender and (y) the Required FIL Lenders shall have the right, to appoint any of its Affiliates as a successor FILO Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring current Agent’s giving of notice of resignationresignation or having been removed, then then, in the retiring case of resignation by the Agent, the current Agent may, or in the case of removal of the Agent, the Requisite Lenders may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Agent shall notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (which in 1) the case of the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made to each Lender directly, until such time as a bank with an office successor Agent has been appointed as provided for above in New Yorkthis Section; provided, New York or an Affiliate of any further that such bank). In either case, such appointment Lenders so acting directly shall be subject and be deemed to be protected when so acting in such capacity by all indemnities and other provisions herein for the prior written approval benefit and protection of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)Agent as if each such Lender were itself the 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, with all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor current Agent, and the retiring current Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to After any retiring Agent’s resignation or removal hereunder as Agent, the retiring Agent provisions of this Article XI shall take such action continue to inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights as taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders Lenders, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed; provided that such consent shall not be required in the event and continuation of a Default), shall have the rightright to appoint, to appoint on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or consented to by the Required FILO Lenders, as applicable) and shall have accepted such appointment Borrower within 30 thirty days after the retiring resigning Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. Notwithstanding the case previous sentence, the Agent may at any time without the consent of the FILO Agent, the FILO Term Loan Lenders)Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent (which in hereunder. If the case Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lenders and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, In the retiring Agent shall take such action as may be reasonably necessary to assign event that there is a successor to the successor Agent by merger, or the Agent assigns its rights duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as Agent under used in this Agreement shall mean the Loan Documentsprime rate, base rate or other analogous rate of the new Agent.

Successor Agent. (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Agent) as a result of (i) its gross negligence or willful misconduct or (ii) it being a Defaulting Lender or meeting the criteria of a Defaulting Lender. The Agent may be removed as Agent under the Loan Documents by the Borrower and the Requisiste Lenders as a result of it being a Defaulting Lender or meeting the criteria of a Defaulting Lender. Any such removal or resignation shall also constitute Agent’s resignation as Swingline Lender and may, at such Agent’s option, also constitute its resignation as Issuing Lender. Upon any such resignation or removal, the Issuing Bank and Requisite Lenders (other than the Borrower Representative (or Lender then acting as Agent, in the case of the FILO Agent, removal of the Administrative Agent, Agent under the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (ximmediately preceding sentence) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders Swingline Lender, 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 $5,000,000,000, which appointment shall, provided no Event of Default shall have occurred and be continuing, be subject to the rightBorrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to appoint have approved each Lender (and its affiliates) holding at least ten percent (10%) of the Aggregate Commitment (calculated at the time Agent gives notice of its resignation) as a successor FILO AgentAgent and Swingline Lender). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring resigning Agent’s giving of notice of resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office in New YorkLender, New York or an Affiliate of if any such bank). In either case, such appointment Lender shall be subject willing to the prior written approval serve, and otherwise shall be a commercial bank having total combined assets of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $5,000,000,000. Upon the acceptance of any appointment as Agent or Swingline Lender hereunder by a successor Agent, such successor Agent and Swingline Lender shall thereupon succeed 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 under this Agreement the Loan Documents as Agent and the other Loan DocumentsSwingline Lender. Prior to After any retiring Agent’s resignation or removal hereunder as Agent, the retiring provisions of this Article XI and all provisions of this Agreement relating to Swingline Loans shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent or Swingline Lender under the Loan Documents.

Successor Agent. (a) The Agent may resign at any time by giving 30 as Agent upon thirty days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon Borrower; provided that any such resignationresignation by Bank of America shall also constitute its resignation as Agent in its capacity of issuer of Letters of Credit. If Agent resigns under this Agreement, (x) the Required Lenders shall have the right, to appoint from among Lenders a successor Administrative Agent and for Lenders, which successor Agent shall be consented to by Borrower at all times other than during the existence of a Default (y) the Required FIL Lenders which consent of Borrower shall have the right, to appoint a successor FILO Agentnot be unreasonably withheld or delayed). If no successor Agent shall have been so is appointed by prior to the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and the Issuing Bank (or in the case of the FILO AgentBorrower, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)from among Lenders. Upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, the Person acting as such successor Agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent (including those in its capacity as issuer of Letters of Credit) and the term “Agent. Upon ” shall mean such successor Agent in all such capacities and the acceptance of appointment retiring Agent’s appointment, powers and duties as Agent by a shall be terminated, without any other or further act or deed on the part of such retiring Agent or any other Lender, other than the obligation of the successor AgentAgent to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Agent shall be discharged from its duties and to effectively assume the obligations under this Agreement and of the other Loan Documentsretiring Agent with respect to such Letters of Credit. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring 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 Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights has accepted appointment as Agent under by the Loan Documentsdate which is thirty days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 as Agent upon forty-five (45) days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower. If Agent resigns under this Agreement, whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have appoint from among the right, to appoint Lenders a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agentagent for Lenders. If no successor Agent shall have been so agent is appointed by prior to the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and the Issuing Bank (or in the case of the FILO AgentBorrower, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)agent from among 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 succeed to and become vested with, all of the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent. Upon ” as used herein and in the acceptance of appointment as Agent by a other Financing Agreements shall mean such successor Agent, agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is forty-five (45) days after the date of a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nonetheless thereupon become effective and Lenders shall perform all of the duties of Agent shall take hereunder until such action time, if any, as may be reasonably necessary the Required Lenders appoint a successor agent as provided for above. In the event that all Obligations other than in respect of the Tranche B Loans are fully and finally paid and satisfied or Tranche B Loan Lender has exercised its option to assign purchase Obligations owing to the Revolving Loan Lenders as provided in Section 14.8 hereof, (a) Agent may, at its option, appoint Tranche B Loan Lender as successor agent hereunder and (b) Tranche B Loan Lender shall have the right, but not the obligation, upon written notice to Agent, to require Agent to resign under this Section 12.13 (and in the case of the exercise by Tranche B Loan Lender of its rights as Agent under purchase option provided in Section 14.8 hereof, such resignation to be effective immediately upon the effectiveness of the purchase by Tranche B Loan DocumentsLender of the Obligations owing to the Revolving Loan Lenders pursuant to the purchase option granted to Tranche B Loan Lender set forth in Section 14.8 hereof).

Successor Agent. (a) The Agent may resign as such at any time by giving 30 days’ upon at least thirty (30) days prior written notice thereof to the Lenders, the Issuing Bank Seller and the Borrower Representative (or in the case each of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO AgentBuyers. If no successor Agent at any time shall resign or if the office of Agent shall have been so appointed become vacant for any other reason, Required Buyers shall, by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)written instrument, appoint a successor Agent agent(s) (which in the case of the Administrative Agent shall be a bank with an office in New York“Successor Agent”) satisfactory to such Required Buyers and, New York so long as no Default or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing, approved by the Seller (which approval shall not be unreasonably withheld or delayed). Upon Such Successor Agent shall thereupon become the acceptance Agent hereunder, as applicable, and Agent shall deliver or cause to be delivered to any successor agent such documents of any transfer and assignment as such Successor Agent may reasonably request. If a Successor Agent 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 to act until such appointment by the Required Buyers and, if applicable, the Seller, is made and accepted, or if no such temporary successor is appointed as Agent provided above by a successor the resigning Agent, the Required Buyers shall thereafter perform all of the duties of the resigning Agent hereunder until such successor appointment by the Required Buyers and, if applicable, the Seller, is made and accepted. Such Successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agentrights 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 after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon the acceptance such succession of appointment as Agent by a successor any such Successor Agent, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement obligations, in its capacity as Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the other Loan Documents. Prior provisions of this Article 12 shall continue in effect for the benefit of the resigning Agent in respect of any actions taken or omitted to any retiring Agent’s resignation hereunder be taken by it while it was acting as Agent, 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. 22.16.

Successor Agent. (a) The An Agent may resign at any time by giving 30 days’ as Agent upon thirty (30) days prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative Lenders (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any unless such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed notice is waived by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted Borrower (unless such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (is waived by Borrower or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent shall be a bank with an office in New York, New York Default or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon If an Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor to such Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of the applicable Agent, such Agent may (but shall not be required to) appoint, after consulting with the Lenders and Xxxxxxxx, a successor Agent in such capacity. The Required Lenders may at any time elect, upon 10 Business Days prior written notice, to remove and replace Administrative Agent or Collateral Agent, with a successor Administrative Agent or Collateral Agent as selected by the Required Lenders and (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent and the term “Administrative Agent. Upon ” or “Collateral Agent”, as applicable, shall mean such successor Administrative Agent or Collateral Agent, as applicable, and the acceptance of appointment retiring Agent’s appointment, powers, and duties as Agent by a successor shall be terminated (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent and Collateral Agent while it was serving in such capacity). After any retiring or removed Agent’s resignation or removal hereunder as such Agent, the provisions of this Section 15 and Section 10.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. If no successor Agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation Documents and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as Agent, the retiring Lenders appoint a successor Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documentsprovided for above.

Successor Agent. (a) The Administrative Agent and the Collateral Agent may resign at any time by giving time, upon no less than 30 days’ days prior written notice thereof to the Lenders, the Issuing Bank Letter of Credit Issuers and the Borrower Representative (or in the case of the FILO AgentBorrower, resign as an Agent hereunder. In addition, if the Administrative Agent, and/or Collateral Agent shall become a Defaulting Lender pursuant to clause (d) of the FILO Term Loan definition thereof, then such Agent may be removed from its capacity as Agent hereunder upon the request of the Required Lenders and the Borrower Representative), whether or not a successor Agent has been appointedand by notice in writing to such Person. Upon receipt of any such resignationnotice of resignation or after notice of removal, (x) the Required Lenders shall have the right, with the consent of the Borrower (such consent not to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the rightbe unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. In respect of a resignation, if no such successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Collateral Agent’s giving of , as applicable, gives notice of resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent mayor Collateral Agent, as applicable, may with the consent of the Borrower (such consent not be unreasonably withheld or delayed) on behalf of the Lenders and the Issuing Bank Letter of Credit Issuers, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then, whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. In respect of a removal, if no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after receipt by the removed Administrative Agent or Collateral Agent, as applicable, of the written notice of its removal (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), if the Required Lenders shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then, whether or not a successor has been appointed, such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Effective as of the Resignation Effective Date or the Removal Effective Date, as applicable, (a) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the FILO Collateral Agent on behalf of the Lenders or the Letter of Credit Issuers under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent, as applicable, shall instead be made by or to each Lender and Letter of Credit Issuer directly, until such time as the FILO Term Loan Lenders), Required Lenders appoint a successor Agent (which in the case of the Administrative Agent shall be a bank with an office or Collateral Agent, as applicable, as provided for above in New York, New York or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)this Section. Upon the acceptance of any a successor’s appointment as Administrative Agent by a successor or Collateral Agent, as applicable, hereunder, such successor Agent shall succeed to and become vested with, with all of the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as (or retired) or replaced Administrative Agent by a successor or Collateral Agent, as applicable, and the retiring (or retired) or replaced Administrative Agent or Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Loan DocumentsCredit Documents (if not already discharged 195 LPL – Conformed A&R Credit Agreement therefrom as provided above in this Section). Prior The fees payable by the Borrower to any a successor Administrative Agent or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or replaced Administrative Agent’s or Collateral Agent’s as applicable, resignation or replacement hereunder as and under the other Credit Documents, the provisions of this Section 12 and Section 13.5 shall continue in effect for the benefit of such retiring or replaced Administrative Agent or Collateral Agent, as applicable, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or Collateral Agent, as applicable, was acting as Administrative Agent or Collateral Agent, as applicable. Any resignation or replacement by JPMorgan as Administrative Agent pursuant to this Section shall take also constitute its resignation or replacement as Letter of Credit Issuer and Swingline Lender. If JPMorgan resigns or is replaced as a Letter of Credit Issuer, it shall retain all the rights, powers, privileges and duties of a Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation or replacement as Letter of Credit Issuer and all Letter of Credit Obligations with respect thereto, including the right to require the Lenders to make Revolving Credit Loans or fund risk participations in Unpaid Drawings pursuant to Section 3.3. If JPMorgan resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such action resignation, including the right to require the Lenders to make Revolving Credit Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.1(f). Upon the appointment by the Borrower of a successor Letter of Credit Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer or Swingline Lender, as may applicable, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be reasonably necessary to assign to discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor Agent its rights as Agent under Letter of Credit Issuer shall issue letters of credit in substitution for the Loan DocumentsLetters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to JPMorgan to effectively assume the obligations of JPMorgan with respect to such Letters of Credit.

Successor Agent. (a) The Agent may resign at any time by giving as Agent upon 30 days’ prior written ' notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (Borrower. BABC agrees to resign if at any time it does not have any Commitments or hold any Revolving Loans; provided, however, that if the sale by BABC of its Commitments and Revolving Loans, which results in no further Commitments or Revolving Loans outstanding hereunder by BABC, is part of a sale, transfer or other disposition by BABC of substantially all of its loan portfolio, BABC shall resign and such purchaser or transferee shall become the successor Agent hereunder. If the Agent resigns under this Agreement, subject to the proviso in the case of the FILO Agentpreceding sentence, the FILO Term Loan Lenders), Majority Lenders shall appoint from among the Lenders a successor Agent (which in agent for the case of the Administrative Agent shall be Lenders; provided that unless a bank with an office in New York, New York or an Affiliate of any such bank). In either caseDefault has occurred, such appointment shall be subject to the prior written approval consent of the Borrower Representative (which approval may Borrower, such consent not to be unreasonably withheld and shall not be required while withheld. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders, a Specified Event of Default has occurred and is continuing)successor agent from among the Lenders. Upon the acceptance of any its appointment as Agent by a successor Agentagent hereunder, such successor Agent agent shall succeed to and become vested with, all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent. Upon the acceptance of appointment as Agent by a " shall mean such successor Agent, agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s 's resignation hereunder as Agent, the retiring provisions of this Article 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights agent has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 not less than thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Bank Lxxxxxx and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointedBxxxxxxx. Upon any such resignation, the Requisite Lenders (xin consultation with Borrower) the Required Lenders shall have the right, right to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Requisite Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 thirty (30) days after the retiring resigning Agent’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)Lxxxxxx, appoint a successor Agent (Agent, which in the case of the Administrative Agent shall be a bank with an office Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank, financial institution or trust company. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hxxxxxxxx, in New York, New York or an Affiliate of any such bank). In either each case, until such appointment time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the prior written approval of the Borrower Representative (which Bxxxxxxx, such approval may not to be unreasonably withheld and or delayed; provided that such approval shall not be required while a Specified if an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. Prior to After any retiring resigning Agent’s resignation hereunder as Agenthereunder, the retiring Agent provisions of this Section 10 shall take such action inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights taken by it while it was acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 days after the retiring -50- Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the rightright to appoint, to appoint on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty (or the Required FILO Lenders, as applicable30) and shall have accepted such appointment within 30 days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. Notwithstanding the case previous sentence, the Agent may at any time without the consent of the FILO Agent, the FILO Term Loan Lenders)Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent (which in hereunder. If the case Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders; PROVIDED, such Lenders so performing such duties shall be deemed to be an Agent hereunder with full benefit of all provisions indemnifying the Agent hereunder. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement ARTICLE X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, In the retiring Agent shall take such action as may be reasonably necessary to assign event that there is a successor to the successor Agent by merger, or the Agent assigns its rights duties and obligations to an Affiliate pursuant to this SECTION 10.12, then the term "Prime Rate" as Agent under used in this Agreement shall mean the Loan Documentsprime rate, base rate or other analogous rate of the new Agent.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ ' prior written notice thereof to the Lenders, the Issuing Bank other Lenders and the Borrower Representative (or in the case NCO Group on behalf of the FILO Borrowers. The Agent may be removed by the Majority Lenders at any time for cause by such Majority Lenders giving 30 days' prior written notice thereof to the Agent, the Administrative Agent, the FILO Term Loan other Lenders and NCO Group on behalf of the Borrower Representative), whether or not a successor Agent has been appointedBorrowers. Upon any such resignationresignation or removal, (x) the Required Majority Lenders shall have the right, right to appoint a successor Administrative Agent with (so long as no Default or Event of Default shall have occurred and (ythen be continuing) the Required FIL Lenders consent of NCO Group on behalf of the Borrowers whose consent shall have the right, to appoint a successor FILO Agentnot be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lendersand consented to, as applicable) and shall have accepted such appointment appointment, within 30 days after such notice of resignation or removal, then another Lender shall have the right to become the successor Agent by giving written notice thereof to NCO Group and the Lenders and if no Lender volunteers to become successor Agent or fails to give such notice within thirty five (35) days after the retiring Agent’s giving of 's notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank may (or in the case of the FILO Agent, the FILO Term Loan Lenders), but shall not be required to) appoint a successor Agent (which in the case of the Administrative Agent. Each successor Agent shall be a bank with an office in New YorkLender if any Lender shall at the time be willing to become the successor Agent, New York or an Affiliate of any and if no Lender shall then be so willing, then such bank). In either case, such appointment successor Agent shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)an Eligible Institution. 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, with all the properties, rights, powers, privileges and duties of the retiring Agentformer Agent in its capacity as such, without further act, deed or conveyance. Upon the acceptance effective date of appointment as Agent by resignation or removal of a successor retiring Agent, the retiring such Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior , but the provisions of this Agreement shall inure to its benefit as to any retiring Agent’s resignation hereunder actions taken or omitted by it while it was Agent under this Agreement. If and so long as Agent, the retiring no successor Agent shall take such action as may have been appointed, then any notice or other communication required or permitted to be reasonably necessary given by the Agent shall be sufficiently given if given by the Majority Lenders, all notices or other communications required or permitted to assign be given to the successor Agent its rights as shall be given to each Lender, and all payments to be made to the Agent under shall be made directly to the Loan DocumentsBorrowers or Lender for whose account such payment is made.

Successor Agent. Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders and the Borrower Parties, provided, however, that except (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of a merger by the FILO AgentAdministrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the FILO Term Loan Lenders and the Borrower Representative)continuance of an Event of Default, whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed resignation by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent shall require the prior written consent of the Borrowers, which consent may be a bank with an office granted or withheld in New Yorkthe Borrowers’ sole discretion, New York or an Affiliate and the appointment of any such bank). In either case, such appointment successor Administrative Agent shall be subject to require the prior written approval of the Borrower Representative Borrowers (which such approval may not to be unreasonably withheld or delayed) and shall not be required while the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the Borrowers, a Specified Event successor Agent from any of Default has occurred and is continuing)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, with all the rights, powers, privileges and duties of the retiring Agent. Upon , and shall assume the acceptance duties and obligations of appointment as Agent by a successor such retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Credit Agreement and the other Loan Documents. Prior to After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent shall take hereunder until such action time, if any, as may be reasonably necessary to assign the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the successor contrary, any Agent may subcontract certain of its rights duties hereunder to a third party so long as the applicable Agent under remains primarily liable for the Loan Documentsperformance of its applicable obligations hereunder.

Successor Agent. (a) The Agent Fleet, or any successor Agent, may resign as Agent at any time by giving 30 days’ prior written notice thereof to the LendersBanks and to the Borrower. The Majority Banks may remove the Agent in the event of the Agent's willful misconduct or gross negligence or in the event that the Agent ceases to hold a Commitment under this Agreement. In addition, the Issuing Borrower may remove the Agent in the event that the Agent holds (without participation) less than the Minimum Commitment, PROVIDED that if the Agent holds less than the Minimum Commitment at any time as a result of the merger or consolidation of any of the other Banks or as a result of events other than the sale by the Agent of any portion of its Commitment, the Agent shall have a period of ninety (90) days after its failure to hold at least the Minimum Commitment to cure such failure. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Agent, as hereinafter provided. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Agent, which is a Bank under this Agreement and which holds at least the Minimum Commitment, PROVIDED that so long as no Default or Event of Default has occurred and is continuing the Borrower Representative (or shall have the right to approve any successor Agent, which approval shall not be unreasonably withheld. If, in the case of a resignation by the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or Majority Banks and approved by the Required FILO LendersBorrower, as applicable) and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case Banks, appoint any one of the FILO Agent, the FILO Term Loan Lenders), appoint other Banks as a successor Agent (Agent. The Borrower acknowledges that any Bank which in the case of the Administrative Agent shall be acquires Fleet is acceptable as 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)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, with all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor or removed Agent, and the retiring or removed Agent shall be discharged from its all further duties and obligations as Agent under this Agreement and the other Loan DocumentsAgreement. Prior to After any retiring Agent’s 's resignation or removal hereunder as Agent, the retiring provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. The Agent agrees that it shall take such action as may be reasonably necessary to not assign to the successor Agent any of its rights or duties as Agent under the Loan Documentsto any other Person.

Successor Agent. (a) The Agent may resign at any time by giving as Agent upon 30 days’ days prior written notice thereof to the Lenders (unless such notice is waived by the Required Lenders) and Administrative Borrower (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the rightbe entitled, to appoint a successor Administrative Agent and with (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If so long as no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent 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 prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing) the consent of Administrative Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). Upon If, at the time that Agent’s resignation is effective, it is acting as the Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Administrative Borrower, 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 replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent and the term “Agent. Upon the acceptance of appointment as ” shall mean such successor Agent by a successor Agent, and the retiring Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent (a) The Agent may resign at any time as Agent under the Loan Documents by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)or (b) may be removed as administrative agent by all of the Lenders (other than any Lender that is serving as the Agent or is an affiliate of the Agent) acting unanimously or, whether if the Agent is then a Defaulting Lender, by the Required Lenders (in each case other than the Lender then acting as Agent) and the Borrower upon 30 days' prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or not willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a successor Agent bankruptcy or insolvency proceeding, or has been appointedhad a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the right, right to appoint a successor Administrative Agent which appointment shall, provided 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 approved each Lender and (y) the Required FIL Lenders shall have the right, to appoint any of its Affiliates as a successor FILO Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lenders (or the Required FILO Lendersimmediately preceding sentence, as applicable) and shall have accepted such appointment appointment, within 30 days after the retiring current Agent’s giving of notice of resignationresignation or upon the removal of the current Agent, then the retiring current Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders)Bank, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Agent shall notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (which in 1) the case of the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, (2) all payments and communications provided to be made by, to or through the Agent shall instead be made to each Lender and the Issuing Bank directly and (3) all determinations provided to be made by the Agent shall instead be made by the Required Lenders, until such time as a bank with an office successor Agent has been appointed as provided for above in New Yorkthis Section; provided, New York or an Affiliate of any further that such bank). In either case, such appointment Lenders and the Issuing Bank so acting directly shall be subject and be deemed to be protected by all indemnities and other provisions herein for the prior written approval benefit and protection of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)Agent as if each such Lender or Issuing Bank were itself the 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, with all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under this Agreement the Loan Documents. Any resignation by, or removal of, the Agent shall also constitute the resignation by, or removal of, the Lender then acting as Agent as the Issuing Bank and as the Swingline Lender (the “Resigning Lender”), except that such Lender, in its capacity as Issuing Bank, shall continue to have obligations under the Letters of Credit issued prior to such resignation or removal until a successor Agent is appointed (and shall be afforded all of the protections and rights of the Issuing Bank hereunder with respect thereto). Upon the acceptance of a successor’s appointment as Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of the Issuing Bank and the Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) the successor Agent shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. Prior to After any retiring Agent’s resignation or removal hereunder as Agent, the retiring Agent provisions of this Article XI. shall take such action continue to inure to its benefit as may to any actions taken or omitted to be reasonably necessary to assign to the successor Agent its rights as taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior --------------- written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the right, right to appoint a successor Administrative Agent on behalf of the Lenders and the Borrower with its consent (y) the Required FIL Lenders provided such consent may not be unreasonably withheld or delayed and provided further no such consent shall be required if a Default shall have the right, to appoint a successor FILO Agentoccurred and be continuing). If no successor Agent shall have been so appointed by the Required Lenders or consented to by the Borrower (or the Required FILO Lenders, as applicableif such consent is required) and shall have accepted such appointment within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (Lenders, a successor Agent. If the Agent has resigned or in been removed and no successor Agent has been appointed, the case Lenders may perform all the duties of the FILO Agent, Agent hereunder and the FILO Term Loan Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders), appoint a . No successor Agent (which in shall be deemed to be appointed hereunder until such successor Agent has accepted the case of the Administrative appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, 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.resigning or

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor as Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment within upon 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent (which in the case of the Administrative Agent shall be a bank with 10 days if an office in New York, New York or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). Upon If, at the time that Agent’s resignation is effective, it is acting as Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, or if any Insolvency Proceeding is commenced against Agent, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of any its appointment as successor Agent by a successor Agenthereunder, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent and the term “Agent. Upon the acceptance of appointment as ” shall mean such successor Agent by a successor Agent, and the retiring Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documentsterminated. Prior to After any retiring Agent’s resignation hereunder as Agent, the retiring provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent shall take such action as may be reasonably necessary to assign to the under this Agreement. If no successor Agent its rights has accepted appointment as Agent under by the Loan Documentsdate which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. (a) The Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative)Borrower, whether or not such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders Lenders, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed; provided that such consent shall not be required in the event and continuation of a Default), shall have the rightright to appoint, to appoint on behalf of the Borrower and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or consented to by the Required FILO Lenders, as applicable) and shall have accepted such appointment Borrower within 30 thirty days after the retiring resigning Agent’s 's giving of notice of resignationits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Bank (or in Lenders, a successor Agent. Notwithstanding the case previous sentence, the Agent may at any time without the consent of the FILO Agent, the FILO Term Loan Lenders)Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent (which in hereunder. If the case Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of the Agent, the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Agreement Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, In the retiring Agent shall take such action as may be reasonably necessary to assign event that there is a successor to the successor Agent by merger, or the Agent assigns its rights duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as Agent under used in this Agreement shall mean the Loan Documentsprime rate, base rate or other analogous rate of the new Agent.

Successor Agent. (a) The Admnistrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and each Borrower, such resignation to be effective upon the Borrower Representative), whether or not appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. The Admnistrative Agen may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, (x) the Required Lenders shall have the rightright to appoint, to appoint with the consent of the Borrowers, which consent shall not be unreasonably withheld or delayed, on behalf of the Borrowers and the Lenders, a successor Administrative Agent and (y) the Required FIL Lenders Agent; provided, however, that if a Default or Unmatured Default shall have occurred and be continuing at the righttime of such resignation or removal, to appoint a successor FILO Agentthe consent of the Borrowers shall not be so required. If no successor Administrative Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as applicable) and shall have accepted such appointment and, to the extent required pursuant to the immediately preceding sentence, consented to by the Borrowers, within 30 thirty days after the retiring resigning Administrative Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Administrative Agent maymay appoint, on behalf of the Lenders Borrowers and the Issuing Bank (Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of any Borrower or in any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the case Admnistrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Admnistrative Agent (which hereunder and each Borrower shall make all payments in the case respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank with an office in New York, New York or an Affiliate having capital and retained earnings of any such bank). In either case, such appointment shall be subject to at least the prior written approval Dollar Amount of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing)$100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with, with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent. Upon the acceptance effectiveness of appointment as Agent by a successor the resignation or removal of The Admnistrative Agent, the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement and the other Loan Documents. Prior to any retiring Agent’s After the effectiveness of the resignation hereunder as or removal of the Admnistrative Agent, the retiring provisions of this Article 10 shall continue in effect for the benefit of the Admnistrative Agent shall take such action in respect of any actions taken or omitted to be taken by it while it was acting as may be reasonably necessary to assign to the successor Admnistrative Agent its rights as Agent hereunder and under the Loan other Documents.